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.
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