Last checked at 28 Sep 2022 10:00
FOR IMMEDIATE RELEASE
Hammerson plc (the "Company")
Proposed Capital Reduction and Publication of Circular, Notice of General Meeting and Form of Proxy
28 September 2022
The Company announces that the following documents have today been posted or otherwise made available to shareholders:
- Circular convening a General Meeting and inviting shareholders to approve resolutions to authorise the proposed enhanced scrip dividend alternative (as announced on 28 July 2022) and a proposed cancellation of the Company's capital redemption reserve (the "Proposed Capital Reduction") (the "Circular"); and
- Form of Proxy (South Africa).
The purpose of the Proposed Capital Reduction is to create additional distributable reserves which will be available to the Company going forward to support its dividend policy. The Proposed Capital Reduction itself will not involve any distribution or repayment of the capital redemption reserve by the Company. The Circular provides shareholders with further information about the background to, and reasons for, the Proposed Capital Reduction, as well as containing details of the requisite Court approval process relating to the Proposed Capital Reduction.
An expected timetable of events, now including dates relating to the Proposed Capital Reduction, is set out at the end of this announcement.
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.
The General Meeting (the "Meeting") will be held at 9:00 a.m. (London time) / 10:00 a.m. (South African Standard Time ("SA time")) on Tuesday, 25 October 2022 at the Company's registered office. Only persons entered on the UK Principal register at 6:30 p.m. (London time) or the South Africa Branch register of the Company at 5:00 p.m. (SA time) on Friday, 21 October 2022 (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 Wednesday, 19 October 2022 for persons to be included onto the UK Principal register and Tuesday, 18 October 2022 for persons to be entered onto the South Africa Branch register.
Shareholders are encouraged to monitor the Company's website (www.hammerson.com/investors) where any changes to the arrangements for the General 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.
Shareholders are entitled to vote by way of proxy in advance of the General Meeting. It is important that you complete, sign and return a Form of Proxy in accordance with the instructions printed on it. To be valid, the Form of Proxy must be lodged with the Company's Registrar by no later than 9:00 a.m. (London time) and 10:00 a.m. (SA time) on Friday, 21 October 2022. Shareholders on the UK Register can 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. See the notes to the Notice of General Meeting contained in the Circular for more information.
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 General Meeting should email investorrelations@hammerson.com in advance of the General Meeting. The Company encourages Shareholders to submit questions by 9:00 a.m. (London time) on Wednesday, 19 October 2022 and the Company will endeavour to respond in advance of the proxy voting deadline on Friday, 21 October 2022 at 9:00 a.m. (London time) and 10:00 a.m. (South African Standard Time). Where questions are received after 9:00 a.m. (London time) on Wednesday, 19 October 2022 the Company will respond as soon as practicable. The Company reserves the right to consolidate questions of a similar nature.
Expected Timetable of Events
2022 | |
1. Dividend declaration announcement released | Thursday, 28 July |
2. Scrip reference share price calculation dates | Tuesday, 20 September - Monday, 26 September |
3. Date on which Shareholders must be recorded on the South Africa Register to receive the Circular | Friday, 23 September |
4. Currency conversion date | Monday, 26 September |
5. Currency conversion, scrip ratio and scrip reference share price announcement released by 10.00 a.m. (UK Time) / 11.00 a.m. (SA time) | Tuesday, 27 September |
6. Posting of the Circular and announcement on the Johannesburg Stock Exchange ("JSE"), the London Stock Exchange ("LSE") and Euronext Dublin | Wednesday, 28 September |
7. Last day to effect transfer of shares between the United Kingdom ("UK") and South African ("SA") Registers | Tuesday, 4 October |
8. Last day to trade on the JSE to qualify for the dividend | Tuesday, 4 October |
9. Ex-dividend on the JSE from commencement of trading on | Wednesday, 5 October |
10. Last day to trade on the LSE and on Euronext Dublin to qualify for the dividend | Wednesday, 5 October |
11. Fraction reference price announcement released by 10.00 a.m. (UK time) / 11.00 a.m. (SA time) | Thursday, 6 October |
12. Ex-dividend on the LSE and on Euronext Dublin from the commencement of trading on | Thursday, 6 October |
13. Record date (applicable to both the UK principal register and the SA branch register) | Friday, 7 October |
14. Transfer of shares between the UK and SA registers permissible from | Monday, 10 October |
15. Last day to trade in the Company's shares in order to be recorded as a shareholder ahead of the Voting Record Date (SA) | Tuesday, 18 October |
16. Last day to trade in the Company's shares in order to be recorded as a shareholder ahead of the Voting Record Date (UK and Republic of Ireland ("ROI")) | Wednesday, 19 October |
17. Last day for receipt of dividend mandates by Central Securities Depository Participants ("CSDPs") and enhanced scrip dividend elections by SA Transfer Secretaries | Friday, 21 October |
18. Last date for UK registrar to receive Forms of Election from shareholders on the UK register holding certificated shares electing to receive the enhanced scrip dividend alternative | Friday, 21 October |
19. Last date for shareholders on the UK register holding uncertificated shares on CREST to elect to receive the enhanced scrip dividend alternative | Friday, 21 October |
20. Voting Record Date for the General Meeting (SA) | Friday, 21 October |
21. Voting Record Date for the General Meeting (UK and ROI) | Friday, 21 October |
22. General Meeting | 9:00 a.m. (UK time) and 10:00 a.m. (SA Time) on Tuesday, 25 October |
23. Dividend Payment Date (UK and ROI) Expected date of issue, admission and first day of dealings in the New Shares on the LSE and Euronext Dublin | Thursday, 3 November |
24. Dividend Payment Date (SA) CSDP accounts credited on the South Africa Register Expected date of issue, admission and first day of dealings in the New Shares on the JSE | Thursday, 3 November |
25. Court hearing to confirm the Proposed Capital Reduction | Approx.10:30 a.m. (UK time) and 11:30 a.m. (SA Time) on Tuesday, 22 November 2022 |
26. Anticipated registration of court order associated with the Proposed Capital Reduction | Wednesday, 23 November 2022 |
Alex Dunn
General Counsel and Company Secretary
+44 (0) 20 7887 1000
This announcement has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.