REG - Hammerson PLC - Result of General Meeting

HammersonAnnouncement

12/09/2024 14:00

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RNS Number : 9936D  Hammerson PLC  12 September 2024

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
(https://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  4,140,455,489      99.99%         497,554            0.01%                      83.00%         363,106
         shares in the capital of the Company
 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    3,806,894,701      91.98%         332,135,612        8.02%                      82.96%         2,285,836
         3(†)
 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
(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
(http://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       8.00 am (UK time) on
 ordinary shares on the LSE and Euronext Dublin (UK and ROI)

                                                                               Monday, 30 September 2024

 Expected date of listing and commencement of trading of the Company's new       9.00 am (SA time) on
 ordinary shares under the new ISIN GB00BRJQ8J25 on the JSE (South Africa)

                                                                               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  By Monday, 14 October 2024
 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.

 

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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