Results of General Meeting
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’)
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.
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 WITHHELD***
CAST
No. of Shares % of Shares No. of % of % of No. of Shares
voted Shares Shares Issued
voted Share
Capital
1. To approve 4,140,455,489 99.99% 497,554 0.01% 83.00% 363,106
the
consolidation,
sub-division
and re-
designation
of the
ordinary
shares in the
capital of the
Company
2. To grant the 3,860,390,523 93.26% 278,858,314 6.74% 82.96% 2,067,312
Board
authority to
allot shares
3. To disapply 3,807,034,676 91.98% 331,995,637 8.02% 82.96% 2,285,836
pre-emption
rights†
4. To disapply 3,806,894,701 91.98% 332,135,612 8.02% 82.96% 2,285,836
pre-emption
rights in
addition to
those
conferred by
resolution 3†
5. To authorise 4,140,002,767 99.99% 380,345 0.01% 82.99% 933,037
market
purchases by
the Company
of its shares†
6. To cancel the 4,140,568,653 99.99% 373,603 0.01% 83.00% 373,893
Company’s
share
premium
account†
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 8.00 am (UK time) on
Company’s new ordinary shares on the LSE and Euronext Dublin Monday, 30 September 2024
(UK and ROI)
Expected date of listing and commencement of trading of the 9.00 am (SA time) on
Company’s new ordinary shares under the new ISIN Monday, 30 September 2024
GB00BRJQ8J25 on the JSE (South Africa)
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 By Monday, 14 October 2024
new ordinary 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
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: 12-09-2024 03:00:00
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