Last checked at 3 Apr 2020 07:00
Hammerson plc (the Company)
3 April 2020
2020 Annual General Meeting - Supplemental Letter from the Chair of the Board
The Company announced and distributed to shareholders on 17 March 2020 its notice of its 2020 Annual General Meeting (AGM or Meeting) and its Annual Report and Financial Statements for the year ended 31 December 2019 (RNS Number: 4374G). Pursuant to its obligations, the Company also submitted the following documents to the Financial Conduct Authority for publication through the National Storage Mechanism (so as to be available for inspection at www.morningstar.co.uk/uk/nsm) and posted them on its website at www.hammerson.com:
· Annual Report for the year ended 31 December 2019;
· Notice of 2020 Annual General Meeting (the Notice of AGM); and
· Form of Proxy (South Africa).
Further to the above and the announcement made by the Company on 30 March 2020 in respect of the decision by the Directors that it is no longer appropriate to recommend the payment of a final dividend for the financial year ended 31 December 2019 (RNS Number: 9627H), the Company confirms that it is today distributing a Supplemental Chair's Letter to shareholders (the Letter). This Letter gives formal notice that the Notice of AGM is amended such that Resolution 4 no longer forms part of that Notice or the business of the Meeting and will not now be put to a shareholder vote at the AGM.
The Letter also provides further information in relation to the arrangements for the Meeting. In line with the Government's compulsory measures relating to social distancing in light of Covid-19 (the Measures), the Company will not be able to give shareholders access to attend the Meeting in person and so shareholders should instead vote by way of proxy.
The Letter will also be submitted today to the National Storage Mechanism and posted on the Company's website.
The withdrawal of Resolution 4 from the Notice of AGM does not affect any proxy votes which have been validly submitted already, which will remain valid and will be counted in respect of those resolutions which now form part of the business of the Meeting. Any votes received in respect of Resolution 4 (which no longer forms part of the business of the Meeting) are not valid and will not be counted. No revised Form of Proxy is provided.
Arrangements for the AGM - In light of COVID-19
On 26 March 2020, the Government's Stay at Home Measures (Measures) were passed into law in England and Wales with immediate effect to deal with the COVID-19 pandemic. These Measures prohibit public gatherings of more than two people, except where the gathering is 'essential for work purposes'. The FRC and ICSA published supplemental guidance on 27 March 2020 in response to the Measures, advising that attendance at a general meeting by a shareholder (other than one specifically required to form the quorum for that meeting), does not meet that criterion.
The Board has considered the impact of the Measures and the ICSA guidance on the forthcoming AGM. Accordingly the Meeting now be will be held at 30 Burghley Road, London NW5 1UE at 11.00 am (UK time) on Tuesday, 28 April 2020. Please note that, in order to comply with the Measures, shareholders will not be permitted to attend the Meeting in person and should instead vote by way of proxy.
We expect only the General Counsel and Company Secretary and one other shareholder to be in attendance in person at the Meeting to ensure that the Meeting is quorate and to conduct the business of the Meeting. No Directors will be present in person. We intend to reduce the length of the Meeting by limiting it to the formal business required. No trading updates or other management statements will be provided. The voting results of all resolutions put before the Meeting will be announced to the market following the Meeting. Any questions that shareholders have on the business of the Meeting should be sent by e mail to investorrelations@hammerson.com.
Alice Darwall
General Counsel and Company Secretary
+44 (0) 20 7887 1000
The announcement above has also been released on the SENS system of the Johannesburg Stock Exchange.