THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS
NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY
OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
FOR
IMMEDIATE RELEASE.
Hammerson plc ("Hammerson" or the "Company")
Results of General Meeting
12
September 2024
The Company announces that, at the
General Meeting held earlier today, the Resolutions set out in the
Circular and Notice of General Meeting published by the Company on
Thursday, 8 August 2024 (the "Circular"), were duly passed without
amendment on a poll by the requisite majority of shareholders of
the Company. Capitalised terms used but not otherwise defined in
this announcement have the meanings given to them in the
Circular, which is available in the
'Notice' column at
www.hammerson.com/investors/shareholder-centre/general-meetings.
The full text of the Resolutions is
set out in the Circular.
The results of the poll for each of
the Resolutions are as follows:
RESOLUTION
|
VOTES
|
FOR*
|
AGAINST**
|
VOTES CAST
|
WITHHELD***
|
No. of
Shares
|
% of
Shares voted
|
No. of
Shares
|
% of
Shares voted
|
% of
Issued Share Capital
|
No. of
Shares
|
1.
|
To approve the consolidation,
sub-division and re-designation of the ordinary shares in the
capital of the Company
|
4,140,455,489
|
99.99%
|
497,554
|
0.01%
|
83.00%
|
363,106
|
2.
|
To grant the Board authority to allot
shares
|
3,860,390,523
|
93.26%
|
278,858,314
|
6.74%
|
82.96%
|
2,067,312
|
3.
|
To disapply pre-emption
rights†
|
3,807,034,676
|
91.98%
|
331,995,637
|
8.02%
|
82.96%
|
2,285,836
|
4.
|
To disapply pre-emption rights in
addition to those conferred by resolution 3†
|
3,806,894,701
|
91.98%
|
332,135,612
|
8.02%
|
82.96%
|
2,285,836
|
5.
|
To authorise market purchases by the
Company of its shares†
|
4,140,002,767
|
99.99%
|
380,345
|
0.01%
|
82.99%
|
933,037
|
6.
|
To cancel the Company's share premium
account†
|
4,140,568,653
|
99.99%
|
373,603
|
0.01%
|
83.00%
|
373,893
|
Other
information
† Special resolution (75% majority required).
* Votes in favour include votes
where the Chair of the General Meeting was given discretion
regarding how to vote.
** Percentages are expressed as a
proportion of total votes cast (which does not include votes
withheld).
*** A 'vote withheld' is not a vote
under English law and is not counted in the calculation of votes
'for' and 'against' the Resolution.
(1) The issued share capital
of the Company as at 6.00 pm (UK time) / 5.00 pm (SA time) on
Tuesday, 10 September 2024 (the time by which shareholders who
wanted to attend, speak and vote at the General Meeting were
entered on the Register) was 5,002,265,607 ordinary shares, with
13,008,260 shares held in treasury. The total number of voting
rights in the Company was therefore 4,989,257,347.
(2) The Resolutions passed at
the General Meeting enable the Directors to proceed with the
Share Consolidation and Capital
Reduction, as set out in the
Circular.
(3) The date of admission and
first day of dealings in New Ordinary Shares on the London Stock
Exchange and Euronext Dublin, and listing and commencement of trading in
New Ordinary Shares on the Johannesburg Stock Exchange are expected
to be Monday, 30 September 2024.
(4) The Capital Reduction
remains subject to Court approval. The Court hearing to confirm the
Capital Reduction is expected to take place on Tuesday, 8 October
2024 and, if approved, the Court order is expected to be registered
on Wednesday, 9 October 2024.
(5) Shareholders should note that if the Court declines to approve
the Capital Reduction, the Capital Reduction will not take place.
The Board also reserves the right to discontinue (in whole or in
part) the petition to the Court in relation to the Capital
Reduction.
(6) In accordance with Listing
Rule 6.4.2R, a copy of the Resolutions passed at the General
Meeting has been submitted to the National Storage
Mechanism, which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The document has also been submitted to Euronext Dublin.
(7) A copy of the poll results
for the General Meeting is also available on the Hammerson plc
website (www.hammerson.com/investors/shareholder-centre/general-meetings).
Shareholders are further advised of
the finalisation information relating to the Share Consolidation in
terms of Schedule 2 Form H1 1.1(g) of the JSE Listings
requirements. The timetable of key events
as set out in the Circular and announcement released on Thursday, 8
August 2024 relating to the Share Consolidation remains
unchanged:
|
2024
|
Last day to trade in the Company's
existing shares
|
Friday, 27
September 2024
|
Record date for the Share
Consolidation (UK and ROI)
|
6.00 pm
(UK time) on
Friday, 27
September 2024
|
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
(UK time) on
Monday, 30
September 2024
|
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
|
Record date for the Share
Consolidation (South Africa)
|
5.00 pm
(SA time) on Wednesday, 2 October 2024
|
CSDP accounts credited on the SA
Register
|
Thursday,
3 October 2024
|
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.
Fractional entitlements
As a result of the Share
Consolidation, any shareholding of Existing Ordinary Shares that is
not exactly divisible by 10 will be rounded down to the nearest
whole number of New Ordinary Shares, and the Shareholder in
question will be left with an entitlement to a fraction of a New
Ordinary Share (a "Fractional
Entitlement").
For shareholders on the South Africa
Register, the cash sum equal to the Shareholder's Fractional
Entitlement will be calculated in accordance with South African
market requirements as set out in the Listings Requirements of the
JSE. The cash value in respect of Fractional Entitlements to New
Ordinary Shares shall be determined by reference to the South
Africa Fractional Reference Price. Details regarding the cash
payment to shareholders on the SA Register in respect of Fractional
Entitlements arising from the Share Consolidation will be made on
Tuesday, 1 October 2024.
Richard Crowle
Senior Assistant Company
Secretary
+44 (0) 20 7887 1000
The
announcement above has also been released on the SENS system of the
Johannesburg Stock Exchange and on Euronext
Dublin.