HAMMERSON PLC – Proposed capital reduction and publication of the circular, the notice convening the general meeting and the proxy form – SENS

                            
Proposed Capital Reduction and Publication of Circular, Notice of General Meeting and Form of Proxy
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE and Euronext Dublin share code: HMSO  JSE share code: HMN
ISIN: GB00BK7YQK64
(“Hammerson” or “the Company”)
Proposed Capital Reduction and Publication of Circular, Notice of General Meeting and
Form of Proxy
FOR IMMEDIATE RELEASE
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                Friday, 23 September
South Africa Register to receive the Circular
4. Currency conversion date                                                    Monday, 26
September
5. Currency conversion, scrip ratio and scrip reference share                 Tuesday, 27
price announcement released by 10.00 a.m. (UK Time) /                        September
11.00 a.m. (SA time)
6. Posting of the Circular and announcement on the                          Wednesday, 28
Johannesburg Stock Exchange (“JSE”), the London Stock                        September
Exchange (“LSE”) and Euronext Dublin
7. Last day to effect transfer of shares between the United            Tuesday, 4 October
Kingdom (“UK”) and South African (“SA”) Registers
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                       Wednesday, 5
on                                                                             October
10.Last day to trade on the LSE and on Euronext Dublin to                    Wednesday, 5
qualify for the dividend                                                       October
11. Fraction reference price announcement released by                  Thursday, 6 October
10.00 a.m. (UK time) / 11.00 a.m. (SA time)
12. Ex-dividend on the LSE and on Euronext Dublin from the             Thursday, 6 October
commencement of trading on
13. Record date (applicable to both the UK principal register            Friday, 7 October
and the SA branch register)
14. Transfer of shares between the UK and SA registers                  Monday, 10 October
permissible from
15. Last day to trade in the Company’s shares in order to be           Tuesday, 18 October
recorded as a shareholder ahead of the Voting Record
Date (SA)
16. Last day to trade in the Company’s shares in order to be         Wednesday, 19 October
recorded as a shareholder ahead of the Voting Record
Date (UK and Republic of Ireland (“ROI”))
17. Last day for receipt of dividend mandates by Central               Friday, 21 October
Securities Depository Participants (“CSDPs”) and
enhanced scrip dividend elections by SA Transfer
Secretaries
18. Last date for UK registrar to receive Forms of Election            Friday, 21 October
from shareholders on the UK register holding certificated
shares electing to receive the enhanced scrip dividend
alternative
19. Last date for shareholders on the UK register holding              Friday, 21 October
uncertificated shares on CREST to elect to receive the
enhanced scrip dividend alternative
20. Voting Record Date for the General Meeting (SA)                    Friday, 21 October
21. Voting Record Date for the General Meeting (UK and                 Friday, 21 October
ROI)
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)                              Thursday, 3 November
Expected date of issue, admission and first day of
dealings in the New Shares on the LSE and Euronext
Dublin
24. Dividend Payment Date (SA)                                      Thursday, 3 November
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
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                Wednesday, 23
the Proposed Capital Reduction                                         November 2022
Alex Dunn
General Counsel and Company Secretary
+44 (0) 20 7887 1000
Hammerson has its primary listing on the London Stock Exchange and secondary inward
listings on the Johannesburg Stock Exchange and Euronext Dublin.
Sponsor: Investec Bank Limited
Date: 28-09-2022 11:00:00
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