Pre-Annual General Meeting Information • Sep 28, 2022
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial or other professional advice from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or if not, from another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your Shares, please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
The distribution of this document in certain jurisdictions other than the United Kingdom, the Republic of Ireland or the Republic of South Africa may be restricted by law and, therefore, persons into whose possession this document (and any accompanying documents) comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This document should be read as a whole. Your attention is drawn to the letter from the Chair of the Board which is set out in pages 5 to 9 of this document which recommends you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.
_______________________________________________________________________________
(Incorporated and registered in England and Wales with registered number 00360632)
Proposed Capital Reduction
and
A Notice of General Meeting of the Company, to be held at 9:00 a.m. (London time) / 10:00 a.m. (South Africa time) on Tuesday, 25 October 2022, is set out at the end of this document.
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 this document will be set out.
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. (South Africa 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 South Africa Register can obtain a copy of the South Africa Form of Proxy from the South Africa Transfer Secretaries, Computershare Investor Services. See the notes to the Notice of General Meeting for more information.
| Page | |
|---|---|
| PART I LETTER FROM THE CHAIR 5 | |
| PART II DETAILS OF THE ENHANCED SCRIP DIVIDEND ALTERNATIVE10 | |
| PART III WORKED EXAMPLE OF THE ENHANCED SCRIP DIVIDEND ALTERNATIVE15 | |
| PART IV SUMMARY OF THE TAX TREATMENT OF DIVIDENDS FOR SHAREHOLDERS17 |
|
| PART V ADDITIONAL INFORMATION20 |
Event
| Dividend declaration announcement released | Thursday, 28 July 2022 |
|---|---|
| Scrip Reference Share Price calculation dates | Tuesday, 20 September 2022 – Monday, 26 September 2022 |
| Date on which Shareholders must be recorded on the South Africa Register to receive the Circular |
Friday, 23 September 2022 |
| Currency Conversion Date | Monday, 26 September 2022 |
| Currency conversion, scrip ratio and Scrip Reference Share Price announcement released by 10.00 a.m. (London time) / 11.00 a.m. (South Africa time) |
Tuesday, 27 September 2022 |
| Posting of the Circular and announcement on the LSE, JSE and Euronext Dublin |
Wednesday, 28 September 2022 |
| Last day to effect transfer of Shares between the UK and South Africa Registers |
Tuesday, 4 October 2022 |
| Last day to trade on the JSE to qualify for the dividend | Tuesday, 4 October 2022 |
| Ex-dividend on the JSE from commencement of trading on | Wednesday, 5 October 2022 |
| Last day to trade on the LSE and on Euronext Dublin to qualify for the dividend |
Wednesday, 5 October 2022 |
| Ex-dividend on the LSE and on Euronext Dublin from the commencement of trading on |
Thursday, 6 October 2022 |
| Fraction reference price announcement released by 10.00 a.m. (London time) / 11.00 a.m. (South Africa time) |
Thursday, 6 October 2022 |
| Dividend Record Date (applicable to both the UK Register and the South Africa Register) |
Friday, 7 October 2022 |
| Transfer of Shares between the UK and South Africa Registers permissible from |
Monday, 10 October 2022 |
| Last day to trade in the Company's Shares in order to be recorded as a Shareholder ahead of the Voting Record Date (South Africa) |
Tuesday, 18 October 2022 |
| 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 ROI) |
Wednesday, 19 October 2022 |
| Last day for receipt of dividend mandates by CSDPs and Enhanced Scrip Dividend Alternative elections by South Africa Transfer Secretaries |
Friday, 21 October 2022 |
| 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 2022 |
| Last date for Shareholders on the UK Register holding uncertificated Shares in CREST to elect to receive the Enhanced Scrip Dividend Alternative |
Friday, 21 October 2022 |
| Voting Record Date for the General Meeting (UK, South Africa and ROI) |
Friday, 21 October 2022 |
|---|---|
| General Meeting | 9:00 a.m. (London time) and 10:00 a.m. (South Africa time) on Tuesday, 25 October 2022 |
| Dividend Payment Date (UK, South Africa and ROI) | Thursday, 3 November 2022 |
| Expected date of issue, admission and first day of dealings in the New Shares on the LSE, JSE and Euronext Dublin |
|
| CSDP accounts credited on the South Africa Register | |
| Court hearing to confirm the Proposed Capital Reduction | 10:30 a.m. (London time) and 12:30 p.m. (South Africa time) on Tuesday, 22 November 2022 |
Anticipated registration of Court Order associated with the Proposed Capital Reduction Wednesday, 23 November 2022
These dates are estimates only, being subject to agreement of hearing dates with the Court. Any changes will be notified to Shareholders by way of an announcement to the London Stock Exchange, on SENS in respect of the JSE and to Euronext Dublin.
(Incorporated and registered in England and Wales with company number 00360632)
Registered Office: Kings Place 90 York Way London N1 9GE United Kingdom Tel: +44 (0) 20 7887 1000 www.hammerson.com
Directors:
Robert Noel (Chair of the Board)
Rita-Rose Gagné (Chief Executive)
Himanshu Raja (Chief Financial Officer)
Habib Annous (Independent Non-Executive Director)
Méka Brunel (Independent Non-Executive Director)
Mike Butterworth (Independent Non-Executive Director and Senior Independent Director)
Desmond de Beer (Non-Executive Director)
Adam Metz (Independent Non-Executive Director)
Carol Welch (Independent Non-Executive Director)
Wednesday, 28 September 2022
To the Shareholders and, for information only, to Nominated Persons
Dear Shareholders
On Thursday, 28 July 2022, the Company announced the Board's intention to pay Shareholders an interim 2022 dividend of 0.2 pence per Share (the "Interim 2022 Dividend"), with an enhanced scrip dividend alternative of 2 pence per Share (the "Enhanced Scrip Dividend Alternative").
A Shareholder who elects to participate in the Enhanced Scrip Dividend Alternative will, in respect of the Interim 2022 Dividend, receive such number of new fully paid Shares (the "New Shares") as is equal to the number of Shares currently held by that Shareholder multiplied by 2 pence, divided by the Scrip Reference Share Price. A worked example of the calculation of the New Shares to be issued under the Enhanced Scrip Dividend Alternative is set out in Part III of this document. The Scrip Reference Share Price was announced by the Company to the London Stock Exchange and Euronext Dublin, and on SENS in respect of the JSE, on Tuesday, 27 September 2022 (i.e. after the latest practicable date prior to the publication of this document).
Shareholders should consider their own individual circumstances before making an election to receive the Enhanced Scrip Dividend Alternative, and are recommended to seek their own independent financial or other professional advice. However, given the significant difference in value between the cash Interim 2022 Dividend and the Enhanced Scrip Dividend Alternative, the Board considers that for most Shareholders it will be in their interests to elect to receive the Enhanced Scrip Dividend Alternative, as each Director intends to do in respect of his or her own beneficial holdings.
The Interim 2022 Dividend and Enhanced Scrip Dividend Alternative are not conditional upon the Proposed Capital Reduction, which is explained in further detail in section 3 of this letter below.
The purpose of this document is to provide Shareholders with further information relating to the Interim 2022 Dividend, the Enhanced Scrip Dividend Alternative and the Proposed Capital Reduction and to give notice of the General Meeting at which the Resolutions will be considered and, if thought fit, passed to allow the Enhanced Scrip Dividend Alternative and the Proposed Capital Reduction to proceed.
As a UK Real Estate Investment Trust ("REIT"), the Company is obliged to distribute 90% of its tax-exempt income to Shareholders in the form of a Property Income Distribution ("PID") each year. If the Company does not satisfy its PID obligations by the relevant deadline, it could lose its REIT status, which would cause the Group to be liable to pay UK corporation tax on UK property income and capital gains. The Company offered an enhanced scrip dividend alternative for the final 2021 dividend (the "Final 2021 Dividend"). The Final 2021 Dividend was designated as a PID and was sufficient to enable the Company to meet its REIT PID obligations. It is therefore proposed that the Interim 2022 Dividend is paid as an ordinary UK company dividend and not as a PID.
Moreover, as a French Société d'Investissement Immobilier Cotée ("SIIC"), the Company is obliged to distribute exempt property income and capital gains. Following the sale of a 75% stake in the Parisian shopping destination Italie Deux to AXA Investment Managers – Real Assets in 2019, the Company is required to distribute c.€270 million to Shareholders by no later than 31 December 2022. Failure to satisfy the SIIC distribution requirement would lead to the Group losing its SIIC status and cause the Group to be liable to pay corporation tax in France on its French property income and capital gains (including the gain on the disposal of Italie Deux). Both the Interim 2022 Dividend and the Enhanced Scrip Dividend Alternative will be designated as a SIIC distribution.
In light of recent distributions paid by the Company, as at Wednesday, 21 September 2022, being the latest practicable date prior to the publication of this document, the Company has a remaining SIIC distribution obligation of c. €57 million. The Enhanced Scrip Dividend Alternative assists the Company in discharging its SIIC distribution obligations. This is currently expected to be the last enhanced scrip dividend alternative for the purpose of discharging the Company's remaining SIIC obligation.
Accordingly, the Board intends to pay a cash Interim 2022 Dividend, with an Enhanced Scrip Dividend Alternative. In order to encourage Shareholders to elect for the Enhanced Scrip Dividend Alternative and assist the Company in meeting its SIIC obligation, Shareholders electing to receive the Enhanced Scrip Dividend Alternative will be entitled to receive New Shares with a significantly greater value than the cash Interim 2022 Dividend. Both the cash Interim 2022 Dividend and the value of Shares issued pursuant to the Enhanced Scrip Dividend Alternative will be designated as a SIIC distribution and will contribute to the satisfaction of the Company's SIIC distribution requirements.
The Board retains the discretion to withdraw or modify the terms of both the Interim 2022 Dividend and the Enhanced Scrip Dividend Alternative at any time up to the time at which the New Shares are to be allotted to Shareholders, because there are certain situations in which the Board may decide that it is no longer appropriate to pay the Interim 2022 Dividend and/or to offer the Enhanced Scrip Dividend Alternative, or it may not be permissible for the Company to do so.
Under the UK Companies Act 2006, a company may, with the sanction of a special resolution passed by shareholders and confirmation of the Court, reduce or cancel its capital redemption reserve. It may then apply the sums resulting from such reduction to its distributable reserves. These sums may then be treated as distributable for the purposes of making future returns to shareholders.
The Company currently has a capital redemption reserve of c. £198 million. This reserve arose as the result of the accounting treatment applicable to a number of historical share buybacks (and cancellations) dating back to 2000, and as a result of the share capital reorganisation undertaken in connection with the Company's rights issue in 2020.
It is proposed that the Company reduce its capital redemption reserve in full and apply the sums resulting from such reduction to its distributable reserves (the "Proposed Capital Reduction"). 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.
In seeking approval of the Proposed Capital Reduction, the Directors are not indicating any commitment and, at the date of this document, do not have any present intention, to make any distributions other than the Interim 2022 Dividend and Enhanced Scrip Dividend Alternative as announced on 28 July 2022.
The Proposed Capital Reduction itself will not involve any distribution or repayment of capital of the capital redemption reserve by the Company and will not reduce the underlying net assets of the Company. Following the implementation of the Proposed Capital Reduction there will be no change to the number of Shares in issue, nor their nominal value, and no new Share certificates will be issued as a consequence of the Proposed Capital Reduction.
The Proposed Capital Reduction will not affect the voting or dividend rights of any Shareholder, or the rights of any Shareholder on a return of capital.
In seeking the Court's approval of the Proposed Capital Reduction, the Court will need to be satisfied that the interests of the creditors (including contingent creditors) of the Company, whose debts or contingent debts remain outstanding on the date on which the Court Order is registered and the Proposed Capital Reduction becomes effective, will not be prejudiced by the Proposed Capital Reduction. The Company will put in place such measures as the Court considers appropriate to satisfy the Court that creditors' interests are adequately protected.
In view of the Court's considerations in giving its approval, the Company has undertaken a thorough and extensive review of the Company's liabilities (including contingent liabilities in consultation with professional advisers). The Board considers that the Company will be able to satisfy the Court that, as at the date on which the Court Order relating to the Proposed Capital Reduction becomes effective, the Company's creditors (including contingent creditors) will be sufficiently protected.
The Company intends that an application will be made for the Court to approve the Proposed Capital Reduction promptly after the General Meeting provided that the associated Resolution has been passed. It is currently anticipated that the initial directions hearing in relation to the Proposed Capital Reduction will take place on Friday, 11 November 2022, with the final Court Hearing taking place on Tuesday, 22 November 2022 and the Proposed Capital Reduction becoming effective on Wednesday, 23 November 2022 following the necessary registration of the Court Order at Companies House.
Shareholders should note that if, for any reason the associated Resolution is not passed or the Court declines to approve the Proposed Capital Reduction, the Proposed Capital Reduction will not take place. The Board also reserves the right to discontinue (in whole or in part) the application to the Court in the event that the Board considers that the terms on which the Proposed Capital Reduction would be (or would be likely to be) confirmed by the Court would not be in the best interests of the Company and/or Shareholders as a whole. Shareholders should also note that neither the Interim 2022 Dividend nor the Enhanced Scrip Dividend Alternative are in any way conditional upon the Proposed Capital Reduction.
The Articles of Association of the Company allow the Directors to offer Shareholders the right to elect to receive new Shares instead of cash in respect of the whole or some part of a dividend and to provide that the value of such Shares may be greater than the value of the cash dividend forgone, provided that the terms of any such enhanced scrip dividend are approved by a special resolution of the Company.
The Articles of Association of the Company do not restrict or prohibit the Company reducing its capital redemption reserve. Pursuant to the UK Companies Act 2006, a special resolution is required for a company to reduce its capital redemption reserve.
In order to comply with the Company's Articles of Association and the UK Companies Act 2006, the Enhanced Scrip Dividend Alternative and the Proposed Capital Reduction require the approval of Shareholders, in each case by way of a special resolution, to be passed at a General Meeting to be held at 9:00 a.m. (London time) and 10:00 a.m. (South Africa time) on Tuesday, 25 October 2022.
Further details of the Resolutions, as well as details on proxy appointments and the action to be taken, are set out in the Notice of General Meeting in Part V of this document.
This document explains why the Board considers the Resolutions proposed to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting in relation to the Enhanced Scrip Dividend Alternative and the Proposed Capital Reduction, as each Director intends to do in respect of his or her own beneficial holdings.
Shareholders should consider their own individual circumstances before making an election to receive the Enhanced Scrip Dividend Alternative, and are recommended to seek their own independent financial or other professional advice. However, given the significant difference in value between the cash Interim 2022 Dividend and the Enhanced Scrip Dividend Alternative, the Board considers that for most Shareholders it will be in their interests to elect to receive the Enhanced Scrip Dividend Alternative, as each Director intends to do in respect of his or her own beneficial holdings. Any Shareholder who chooses not to participate in the Enhanced Scrip Dividend Alternative will receive the Interim 2022 Dividend in cash and their shareholding may be materially diluted.
Please note that all previously completed forms of election or other forms of instruction in respect of earlier scrip dividend schemes (including the Final 2021 Dividend) have been cancelled. Any Shareholder wishing to participate in the Enhanced Scrip Dividend Alternative must therefore complete a new Form of Election or elect to participate in the Enhanced Scrip Dividend Alternative using the appropriate method set out in paragraphs 5 and 6 of Part II of this document.
The remainder of this document comprises of four parts:
Part III provides a worked example of the Enhanced Scrip Dividend Alternative;
Part IV provides, for informational purposes only, a summary of the tax treatment for UK Shareholders and South Africa Shareholders; and
On behalf of the Board, I would like to thank you for your continued support of the Company.
Yours faithfully
Chair of the Board 28 September 2022
As set out in the Chair of the Board's letter on pages 5 to 9 of this document, the Company intends to offer Shareholders the opportunity to receive New Shares under the Enhanced Scrip Dividend Alternative as an alternative to the cash Interim 2022 Dividend.
Shareholders who elect to participate in the Enhanced Scrip Dividend Alternative will, in respect of the Interim 2022 Dividend, receive such number of New Shares as is equal to 2 pence divided by the Scrip Reference Share Price, multiplied by the number of Shares held.
The Scrip Reference Share Price was announced by the Company to the LSE, on SENS in respect of the JSE, and Euronext Dublin on Tuesday, 27 September 2022 (after the latest practicable date prior to the publication of this document). This announcement also appears on the Company's website at www.hammerson.com/investors/regulatory-news.
When allotted, the New Shares shall rank pari passu in all respects with the fully paid Shares in issue except that the New Shares will not be entitled to participation in the Interim 2022 Dividend.
Shareholders who successfully elect to receive New Shares under the Enhanced Scrip Dividend Alternative will not receive any cash in respect of the Interim 2022 Dividend (save in respect of any fractional entitlements, as set out below). The nominal value of the New Shares will be funded by utilising the Company's share premium account.
Entitlements to New Shares of Shareholders who elect for the Enhanced Scrip Dividend Alternative will be rounded down to the nearest number of New Shares. Entitlements to fractions of New Shares will be paid to Shareholders who elect for the Enhanced Scrip Dividend Alternative in cash on the following basis:
Cheques in respect of fractional entitlements are expected to be despatched to Shareholders, or CREST accounts, CSDP or broker accounts, or bank accounts credited with cash in respect of fractional entitlements, on Thursday, 3 November 2022.
The attention of Shareholders who have registered addresses outside the United Kingdom, the Republic of Ireland or South Africa, or who are citizens or residents of or located in countries other than the United Kingdom, the Republic of Ireland or South Africa, is drawn to the information in Question 3 and Question 16 of the Guide (as defined below), which sets out the availability of the Enhanced Scrip Dividend Alternative to Overseas Shareholders.
All UK Shareholders and South Africa Shareholders may elect to participate in the Enhanced Scrip Dividend Alternative, subject to any requirements of any local exchange control, although certain restrictions may apply to Overseas Shareholders.
Generally, Overseas Shareholders may treat this as an invitation to elect to receive the New Shares unless such an invitation could not lawfully be made to them without any further obligation on the part of the Company or in compliance with any registration or other legal requirements. Consequently, Overseas Shareholders in any jurisdiction where such an offer for the New Shares would require compliance by the Company with any governmental or regulatory procedures or similar formalities may not participate in the Enhanced Scrip Dividend Alternative and may not treat this document as offering a right to receive the New Shares. The right to participate in the Enhanced Scrip Dividend Alternative does not constitute an offer of securities in the United States of America or in any jurisdiction outside the United Kingdom, the Republic of Ireland or South Africa in which it is unlawful to make such an offer and the Circular and Form of Election should not be forwarded by recipients thereof to any person in any territory other than where it is lawful to make such an offer.
The New Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority or under the relevant laws or any state or other jurisdiction of the United States of America, and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, into or within the United States of America, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States of America and as may be agreed by the Company in writing.
It is the responsibility of any Overseas Shareholder wishing to elect to receive the Enhanced Scrip Dividend Alternative to be satisfied as to the full observance of the laws of the relevant territory without any further obligation on the part of the Company, including obtaining any government or other consents which may be required, observing any other formalities in such territories and any resale restrictions which may apply to the New Shares.
By completing and returning a Form of Election, online election, submitting a CREST Dividend Election Input Message (in the UK or Republic of Ireland) or by submitting an instruction to the Shareholder's CSDP or broker (in South Africa), each Shareholder shall be deemed to confirm that they are not resident in any jurisdiction that would require the Company to comply with any governmental or regulatory procedure or requirements or any similar formalities arising from their election nor holding any Shares as nominee(s) or transferee(s) for any beneficial resident who is so resident.
An Overseas Shareholder or any nominee for such a Shareholder is advised to seek legal advice before completing and returning a Form of Election, making an online election or submitting an electronic instruction.
Participants in the Company's Share Incentive Plan (the "SIP") will be contacted separately regarding their right to elect to receive the Enhanced Scrip Dividend Alternative as beneficial owners of Shares held in the SIP.
The Enhanced Scrip Dividend Alternative may be taken into account when determining the operation of any dividend equivalent or adjustment provisions applying to options and awards outstanding under the Company's other employee share schemes.
Whether you elect to receive the Enhanced Scrip Dividend Alternative will depend on your personal circumstances and tax position. A Guide to the Enhanced Scrip Dividend Alternative (the "Guide") setting out the detailed terms and conditions of the Enhanced Scrip Dividend Alternative is also available on the Company's website, www.hammerson.com/investors/dividend/scrip-dividend and includes details of the Enhanced Scrip Dividend Alternative's application to Shareholders holding in CREST or through Strate. You are advised to study the Guide carefully and, if you are in any doubt about what course of action to take, you should consult an independent financial adviser or other professional adviser.
Shareholders holding Shares in certificated form:
Please note that all previously completed forms of election in respect of earlier scrip dividend schemes (including the Final 2021 Dividend) have been cancelled. Any Shareholder wishing to elect for the Enhanced Scrip Dividend Alternative must therefore complete a Form of Election or elect online via www.signalshares.com.
Shareholders holding Shares in uncertificated form in CREST:
Whether you elect to receive the Enhanced Scrip Dividend Alternative will depend on your personal circumstances and tax position. The Guide setting out the detailed terms and conditions of the Enhanced Scrip Dividend Alternative is also available on the Company's website, www.hammerson.com/investors/dividend/scrip-dividend and includes details of the Enhanced Scrip Dividend Alternative's application to Shareholders holding in CREST or through Strate. You are advised to study the Guide carefully and, if you are in any doubt about what course of action to take, you should consult an independent financial adviser.
Shareholders holding Shares in dematerialised form through Strate:
The Company does not accept responsibility and will not be held liable for any action of or omission by any CSDP, broker or other agent of any beneficial owner of Shares.
If a Shareholder buys Shares prior to the Ex-Dividend Date, that Shareholder may be entitled to the Enhanced Scrip Dividend Alternative on those Shares and in these circumstances they are advised to contact the stockbroker or other agent through whom the purchase is made without delay so as to ensure that the purchased Shares are registered promptly in their name.
Any additional Shares which a Shareholder buys, and which are registered in their name in the Register of Members prior to the Dividend Record Date, will be covered by any valid election that they have made in relation to the Enhanced Scrip Dividend Alternative and accordingly they will receive New Shares, instead of cash dividends, for their entire holding of Shares.
If a Shareholder sells any of their Shares prior to the Ex-Dividend Date after making an election, they may not be entitled to the Enhanced Scrip Dividend Alternative on those Shares and they are advised to contact their stockbroker or other agent through whom the sale was effected without delay as there may be a claim for the cash amount of the Enhanced Scrip Dividend Alternative by the purchaser.
If a Shareholder sells part of their shareholding prior to the Dividend Record Date and such sale is registered in the Register of Members prior to the Dividend Record Date, any valid election that they have made to participate in the Enhanced Scrip Dividend Alternative will apply only to such Shareholder's remaining Shares.
As the Company is offering the Enhanced Scrip Dividend Alternative for the Interim 2022 Dividend, it intends to suspend the DRIP.
Participation in the DRIP does not confer automatic participation in the Enhanced Scrip Dividend Alternative and so participants in the DRIP who wish to receive the Enhanced Scrip Dividend Alternative will need to elect to participate in the Enhanced Scrip Dividend Alternative by the applicable election process described above.
The Guide contains an indicative summary of the Exchange Control Regulations applicable to South Africa Shareholders. South Africa Shareholders who are in any doubt as to the appropriate course of action to take should consult their professional advisers.
Applications will be made for the New Shares: to be admitted to listing on the UK Official List of the UK Listing Authority and to trading on the UK Main Market for listed securities; to be admitted to the secondary listing segment of the Irish Official List and to trading on the Irish Main Market for listed securities; and to be admitted to listing and trading on the Main Board of the JSE. Subject to Admission, the New Shares will be issued and new share certificates posted to Shareholders holding Shares in certificated form. Shareholders holding Shares in CREST or through Strate will have their CREST accounts or electronic accounts with the CSDP or broker credited directly.
Shareholders should note that there is no guarantee that the Company will offer a scrip dividend alternative (whether or not enhanced) in respect of any particular future dividend. As noted above, due to its status as a REIT, the Company is obliged to pay a certain level of distributions as PIDs, which are subject to particular tax treatment in the hands of Shareholders. When a dividend is announced, the Company will advise whether a scrip dividend alternative is to be offered for that dividend and, if so, the relevant details and timetable for that scrip dividend alternative, including whether that dividend is a PID or non-PID.
Further information on the Enhanced Scrip Dividend Alternative is available on the Company's website: www.hammerson.com/investors/dividend/scrip-dividend.
If Shareholders on the UK Register have any questions about the procedure for participation, they should contact the UK Registrar by telephone on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. – 5:30 p.m. (London time), Monday to Friday, excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Alternatively, Shareholders on the UK Register can write to Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom.
If Shareholders on the South Africa Register have any questions about the procedure for participation, they should contact the South Africa Registrar via email on [email protected] or by telephone on +27 11 370 5000 or +27 860 100 933 (or 011 870 8216). Due to the current circumstances resulting from COVID-19, the South Africa Registrar can also be contacted by email on [email protected] or alternatively by dialling *134*20011# (only available within South Africa). Calls outside South Africa will be charged at the applicable international rate. The helpline is open between 8.00 a.m. – 4.30 p.m. (South Africa time), Monday to Friday, excluding public holidays in South Africa. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Shareholders' entitlements to New Shares are calculated by taking the number of Shares held by that Shareholder at the Dividend Record Date multiplied by 2 pence, being the value of the Enhanced Scrip Dividend Alternative and dividing it by the Scrip Reference Share Price.
The Scrip Reference Share Price was announced by the Company to the LSE and Euronext Dublin, and on SENS in respect of the JSE, on Tuesday, 27 September 2022 (after the latest practicable date prior to the publication of this document) and is available on the Company's website.
The number of New Shares a Shareholder would receive is calculated as follows:
(Shares held at the Dividend Record Date x dividend cash equivalent value per Share)
Scrip Reference Share Price
Fractions of Shares cannot be allotted and any resulting fractional entitlements for Shareholders who hold Shares in certificated form will be paid to Shareholders as set out in Section 2 of Part II of this document.
By way of example, assuming the following:
The Shareholder would be entitled to an Enhanced Scrip Dividend Alternative with an aggregate value of £200.00 (i.e. 10,000 Shares multiplied by the 2 pence cash value of the Enhanced Scrip Dividend Alternative).
The number of New Shares that the Shareholder would receive would be calculated as follows:
(10,000 x 2 pence)
20.76 pence
= 963.39
The Shareholder would be entitled to 963 New Shares (i.e. 963.39 rounded down to the nearest whole number) with a total value of £199.92 based on a hypothetical scrip reference share price of 20.76 pence applicable to Shareholders on the UK Register. A residual fractional entitlement of 0.39 New Shares would then be paid in cash at the hypothetical scrip reference share price (i.e. 0.39 New Shares multiplied by the hypothetical scrip reference share price of 20.76 pence applicable to Shareholders on the UK Register, being 8 pence rounded down to the nearest whole penny). Note that this "total value" is not necessarily the same value used for tax purposes, as explained in greater detail in Part IV below.
Shareholders should note there is a significant difference in value between the cash Interim 2022 Dividend and the Enhanced Scrip Dividend Alternative. By way of comparison, if the same Shareholder chose to receive the Interim 2022 Dividend in cash, that Shareholder would be entitled to a dividend cash value of £20.00.
Based on a hypothetical scrip reference share price of 20.76 pence, being the mid-market quotation share price on Wednesday, 21 September 2022, being the last practicable date prior to the publication of this document, if all Shareholders were to elect to take up their full entitlement to New Shares under Enhanced Scrip Dividend Alternative in respect of the Interim 2022 Dividend, approximately 443.8 million New Shares would be issued, representing an increase of 9.63% in the issued share capital of the Company (excluding treasury shares) as at Wednesday, 21 September 2022 (being the last practicable date before the publication of this document). If no valid elections for the Enhanced Scrip Dividend Alternative are received, the total cost of the Interim 2022 Dividend if paid wholly in cash would be approximately £9.2 million.
The following is a general overview of the tax treatment for UK Shareholders and South Africa Shareholders who hold their Shares as an investment. It does not consider the laws or practices of countries other than the United Kingdom and South Africa; nor does it consider the position of certain types of Shareholder such as dealers in securities, persons acquiring Shares in connection with an office or employment, insurance companies and collective investment schemes who may be taxed differently.
A fuller tax summary is contained in the Guide available on the Company's website: www.hammerson.com/investors/dividend/scrip-dividend.
Although this summary is believed to be correct at the time of preparation of this Circular, the decision whether to elect to receive the Enhanced Scrip Dividend Alternative is the sole responsibility of each Shareholder. The following overview is not a complete analysis of all potential tax consequences arising from the payment of a dividend.
A Shareholder's tax position will depend upon their personal circumstances. Shareholders are advised to consult their professional advisers regarding the tax consequences of the cash Interim 2022 Dividend and the Enhanced Scrip Dividend Alternative should they be in any doubt as to the appropriate action to take.
If you are in any doubt as to your tax position or you are subject to tax in a jurisdiction outside the UK or South Africa, you should consult an appropriate professional adviser before taking any action.
The statements made in this section relate only to certain limited aspects of the UK taxation treatment of distributions paid by the Company as non-PIDs in the form of cash and/or New Shares to Shareholders who are resident (and, in the case of individuals only, domiciled) solely in the UK for tax purposes (except where the position of a non-UK tax resident Shareholder is expressly referred to) that are holding their existing Shares as well as any New Shares as an investment; nor does it consider the position of certain types of Shareholder such as dealers in securities, persons acquiring Shares in connection with an office or employment, insurance companies and collective investment schemes who may be taxed differently. Shareholders should note that the summary is a general guide to the material effects of the UK tax regime currently in force and current HMRC published practice and is not exhaustive.
It is anticipated that the value of the Enhanced Scrip Dividend Alternative will greatly exceed the cash Interim 2022 Dividend forgone by Shareholders who elect to receive the Enhanced Scrip Dividend Alternative (potentially by a factor of 10). For individual Shareholders, where a cash dividend is forgone and the difference between the forgone cash dividend and the value of the scrip dividend alternative is not greater than 15% of the value of the scrip dividend alternative, then such Shareholders who have elected for the dividend alternative are broadly taxed by reference to the cash dividend which has been forgone rather than the value of any shares received by them.
However here, given the significant difference between the expected value of the Enhanced Scrip Dividend Alternative and the cash Interim 2022 Dividend, this tax treatment is not expected to apply to individual Shareholders who elect for the Enhanced Scrip Dividend Alternative. Instead the amount on which such Shareholders will be taxable is expected to be the market value of the New Shares issued to them on the date of first dealing in those New Shares on the London Stock Exchange so that such amount will be treated as the dividend income of the relevant Shareholder.
In regards to the taxation of dividend income received by individual Shareholders who are resident for tax purposes in the UK:
(a) a dividend allowance is available which exempts the first £2,000 of dividend income from tax;
The UK tax treatment of individual Shareholders who are resident for tax purposes in the UK and who receive the cash Interim 2022 Dividend will be the same as that described in the immediately preceding paragraph albeit that such individuals will be subject to tax on the cash amount of the dividend received.
Where corporate Shareholders within the charge to UK corporation tax elect to participate in the Enhanced Scrip Dividend Alternative, the issue of the New Shares will not generally be treated as a taxable distribution for the purposes of corporation tax on income.
For the purposes of UK taxation on chargeable gains, the issue of the New Shares should be treated as a reorganisation of the share capital of the Company. Corporate Shareholders will therefore be treated as acquiring New Shares at the same time and for the same consideration as the original holding in respect of which they are received. There will be no additional base cost applied to the New Shares (in particular, there will be no addition to the base cost representing the amount of any foregone cash Interim 2022 Dividend).
A corporate Shareholder within the charge to UK corporation tax who receives the cash Interim 2022 Dividend will be treated as receiving a distribution in an amount equal to the cash Interim 2022 Dividend. There are likely to be a number of exemptions available to such corporate Shareholders in relation to the receipt of the distributions. The exemptions are broadly drafted and, in most cases, one of these exemptions will apply.
Under South African tax legislation, a scrip dividend is not regarded as a dividend. Accordingly, the issuing of New Shares by the Company to Shareholders who elect to receive the Enhanced Scrip Dividend Alternative will not result in any income tax or dividends tax consequences in South Africa.
For South African capital gains tax purposes, the New Shares issued by the Company to Shareholders who elect to receive the Enhanced Scrip Dividend Alternative will be regarded to have a base cost of nil.
Where the dividend is paid as a non-PID (fractional entitlements paid to Shareholders will constitute a non-PID cash dividend) and a South Africa resident does not elect to receive New Shares, the tax position is as follows:
(d) Individual Shareholders and Trusts will be subject to dividends tax at the rate of 20% on cash non-PIDs to the extent that it is declared in respect of a share listed on the JSE. Individuals and Trusts should not be liable to income tax on their cash non-PIDs as cash non-PIDs are exempt from income tax under section 10B(2) of the Income Tax Act, being a foreign dividend in respect of a share listed on the JSE. There are no capital gains tax consequences resulting from receiving cash non-PIDs.
Two resolutions will be proposed at the General Meeting, each as a special resolution, the passing of which requires at least 75 per cent of the votes cast to be in favour.
A summary of the Resolutions is set out below. Further information on each Resolution can be found in the letter from the Chair of the Board which appears in Part I of this document.
As an alternative to the cash Interim 2022 Dividend, the Directors propose to offer Shareholders the option of receiving ordinary shares, credited as fully paid, instead of cash in respect of the whole of the Interim 2022 Dividend (or part of the Interim 2022 Dividend, as determined by the Directors).
Resolution 1, which will be proposed as a special resolution, will, if approved, provide the Directors with the authority to offer Shareholders the option of receiving, as an alternative to the Interim 2022 Dividend, such number of New Shares as is equal to 2 pence divided by the Scrip Reference Share Price, multiplied by the number of Shares held.
The Scrip Reference Share Price was announced by the Company to the London Stock Exchange, on SENS in respect of the JSE and Euronext Dublin on Tuesday, 27 September 2022 (after the last practicable date before the publication of this document) and this announcement is also available on the Company's website.
The Directors propose to cancel the Company's capital redemption reserve in full and apply the sums so reduced to the Company's distributable reserves.
Resolution 2, which will be proposed as a special resolution, will approve the reduction of the capital redemption reserve.
Copies of this document will be available for inspection on the Company's website at www.hammerson.com/investors/shareholder-centre/general-meetings up to and including the date of the General Meeting.
This document is dated 28 September 2022.
The following definitions apply throughout this document, unless the context requires otherwise:
| "Admission" | together, UK Admission, South Africa Admission and Irish Admission |
|---|---|
| "Articles of Association" or "Articles" | the articles of association of the Company |
| "Board" or "Directors" | the directors of the Company whose names appear on page five of this document |
| "Circular" | this document |
| "Court" | the High Court of England and Wales |
| "Court Hearing" | the hearing of the Company's claim for the confirmation by the Court of the Proposed Capital Reduction |
| "CREST" | the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & International Limited is the operator |
| "CSDP" | central securities depository participant, a participant as defined in the South Africa Financial Markets Act |
| "CTA" | the Corporation Tax Act |
| "Currency Conversion Date" | Monday, 26 September 2022 |
| "Dividend Record Date" | Friday, 7 October 2022 |
| "DRIP" | the Dividend Reinvestment Plan offered by the Company |
| "Enhanced Scrip Dividend Alternative" | the enhanced scrip dividend alternative of 2 pence per Share in respect of the Interim 2022 Dividend |
| "EUI" | Euroclear UK & International Limited |
| "Euronext Dublin" | the Irish Stock Exchange plc, trading as Euronext Dublin |
| "Exchange Control Regulations" | the South African Exchange Control Regulations, 1961 as promulgated by Government Notice R.1111 of 1 December 1961 and amended up to Government Notice R.445 of 8 June 2012, in terms of Section 9 of the South African Currency and Exchanges Act No. 9 of 1933 (as amended) |
| "Ex-Dividend Date" | Wednesday, 5 October 2022 (for Shareholders on the South Africa Register) and Thursday, 6 October 2022 (for Shareholders on the UK Register) |
| "FCA" | the Financial Conduct Authority |
|---|---|
| "Final 2021 Dividend" | the final 2021 dividend of 0.2 pence per Share with an enhanced scrip dividend alternative of 2 pence per Share paid by the Company on Tuesday, 10 May 2022 |
| "Form of Election" | the form of election for use in connection with the Enhanced Scrip Dividend Alternative by Shareholders holding Shares in certificated form |
| "General Meeting" or "GM" | the general meeting of the Company to be held at 9:00 a.m. (London time) and 10:00 a.m. (South Africa Time) on Tuesday, 25 October 2022, or any adjournment thereof |
| "Guide" | the guide to the Enhanced Scrip Dividend Alternative setting out the detailed terms and conditions of the Enhanced Scrip Dividend Alternative available on the Company's website |
| "Hammerson plc" or "Company" | Hammerson plc, a company registered in England and Wales with registered number 360632 |
| "Hammerson Group" or "Group" | the Company and its subsidiary undertakings |
| "HMRC" | Her Majesty's Revenue and Customs |
| "Income Tax Act" | the South African Income Tax Act, No. 58 of 1962 |
| "Interim 2022 Dividend" | the dividend of 0.2 pence per Share |
| "Irish Admission" | the admission of the New Shares to the secondary listing segment of the Irish Official List and to trading on the Irish Main Market for listed securities becoming effective |
| "Irish Main Market" | the Main Market for listed securities of Euronext Dublin |
| "Irish Official List" | the Official List of Euronext Dublin |
| "JSE" | JSE Limited, a public company incorporated in accordance with the laws of South Africa, with registration number 2005/022939/06, and licensed as an exchange under the South Africa Financial Markets Act or the securities exchange operated by JSE Limited, as the context indicates |
| "London Stock Exchange" or "LSE" | London Stock Exchange plc |
| "Main Board" | the JSE's Main Board for listed securities |
| "New Shares" | the new fully paid Shares to be issued to Shareholders who elect to receive the |
| Enhanced Scrip Dividend Alternative, instead of the cash dividend of 0.2 pence per Share held |
|
|---|---|
| "Nominated Person" | a person who has been nominated by a Shareholder to enjoy information rights under section 146 of the UK Companies Act 2006 |
| "Notice of General Meeting" | the notice of General Meeting of the Company set out in Part V of this document |
| "Overseas Shareholders" | Shareholders who have registered addresses, or who are located, outside the United Kingdom, South Africa or the Republic of Ireland |
| "PIDs" | property income distributions |
| "Proposed Capital Reduction" | the proposed cancellation of the Company's capital redemption reserve |
| "Rand" or "R" | South African Rand, being the lawful currency of South Africa |
| "Register of Members" | the register of members of the Company |
| "REIT" | Real Estate Investment Trust – a tax regime which in the United Kingdom exempts participants from corporation tax both on UK rental income and gains arising on UK investment property sales, subject to certain requirements as set out in the Finance Act 2006 |
| "Resolutions" | the resolutions to be proposed at the General Meeting in relation to the Enhanced Scrip Dividend Alternative and the Proposed Capital Reduction, the full text of which is set out in the Notice of General Meeting |
| "ROI" | the Republic of Ireland |
| "Scrip Reference Share Price" | • for Shareholders on the UK Register, the average of the middle market quotations for the Shares on the LSE as derived from the Daily Official List for the last five dealing days ending on the Currency Conversion Date less the gross value of the Interim 2022 Dividend per Share; |
| • for Shareholders on the South Africa Register, the average of the middle market quotations for the Shares as provided by the JSE for the last five dealing days ending on the Currency Conversion Date less the gross value of the Interim 2022 Dividend per Share; and |
|
| • the Scrip Reference Share Price was announced by the Company on the London Stock Exchange, SENS in respect of the JSE and on Euronext Dublin on Tuesday, 27 September 2022 (after the last practicable date prior to the publication of this document) |
| and the announcement is also available on the Company's website |
|
|---|---|
| "SENS" | the Stock Exchange News Service of the JSE |
| "Shares" | ordinary shares of 5 pence each in the capital of the Company |
| "Shareholder" | a holder of the Shares |
| "SIIC" | Sociétés d'Investissements Immobiliers Cotées – a French tax-exempt regime available to property companies listed in a regulated market operating in accordance with the same rules as Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on the markets for financial instruments and their subsidiaries in which they hold at least 95% of the share capital, in accordance with Article 208 C of the French Tax Code (Code général des impôts) |
| "SIP" | the Hammerson Share Incentive Plan |
| "South Africa" or "SA" | the Republic of South Africa |
| "South Africa Admission" | admission, in accordance with the JSE Listing Requirements, of the New Shares to listing and trading on the Main Board of the JSE |
| "South Africa Financial Market Act" | the South African Financial Market Act, No. 19 of 2012 |
| "South Africa Fractional Reference Price" | the price used to determine the cash payment to be made to Shareholders on the South Africa Register in respect of any fractional entitlements, being the volume weighted average traded price on the JSE on Wednesday, 5 October 2022 (the Ex-Dividend Date on the JSE) discounted by 10% |
| "South Africa Register" | the branch register of members of the Company in South Africa |
| "South Africa Time" | South Africa Standard Time |
| "South Africa Transfer Secretaries" or "Computershare" |
Computershare Investor Services (Pty) Limited, registration number 2004/003647/07 |
| "Sterling" | Pounds Sterling, being the lawful currency of the United Kingdom |
| "Strate" | Strate Proprietary Limited, a private company incorporated in South Africa, with registration number: 1998/022242/07, the licensed central securities depository for the electronic settlement of financial instruments in South Africa |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
|---|---|
| "UK Admission" | the admission of the New Shares to the premium listing segment of the Official List and to trading on the LSE's Main Market for listed securities becoming effective |
| "UK Main Market" | the London Stock Exchange's Main Market for listed securities |
| "UK Official List" | the Official List of the FCA |
| "UK Register" | the register of members of the Company in the United Kingdom |
| "UK Registrar" or "Link Group" | Link Market Services Limited (trading as Link Group) |
| "US Securities Act" | US Securities Act of 1993 (as amended) |
NOTICE IS HEREBY GIVEN that a general meeting of Hammerson plc (the "Company") will take place at Kings Place, 90 York Way, London N1 9GE at 9:00 a.m. (London time) on Tuesday, 25 October 2022 (the "General Meeting") for the purpose of considering and, if thought fit, passing the following resolutions (the "Resolutions"):
By order of the Board of Directors of the Company:
General Counsel and Company Secretary Hammerson plc
28 September 2022
Registered office: Kings Place 90 York Way London N1 9GE United Kingdom
Registered in England and Wales No. 360632 www.hammerson.com
A Shareholder entitled to vote at the General Meeting is entitled to appoint one or more proxies to exercise any or all of their rights to vote at the General Meeting provided that, where multiple proxies are appointed, each proxy is appointed to exercise the rights attaching to different Shares held by the Shareholder. Your proxy must vote as you instruct and must attend the General Meeting for your vote to be counted. Your proxy need not be a Shareholder. Where you appoint someone other than the Chair as your proxy, you are responsible for ensuring that they attend the General Meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chair and give them the relevant instructions directly. If you attend the General Meeting in person, your proxy appointment will automatically lapse.
Shareholders are encouraged to monitor the Company's website (www.hammerson.com/investors) where any changes to the arrangements described in this document will be set out.
Shareholders on the UK Register may obtain a copy of a UK Form of Proxy from the Company's UK Registrar, Link Group, by email at [email protected] or by phone on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. Lines are open 9.00am – 5.30pm Monday to Friday excluding bank holidays in England and Wales.
In order to be valid, a proxy appointment must be returned (together with any authority under which it is executed or a copy of the authority certified by an attorney, a bank, a stockbroker or a solicitor) by one of the following methods:
The appointment of a proxy must be received by Link Group by 9:00 a.m. (London time) on Friday, 21 October 2022.
A copy of this Notice of General Meeting (this "Notice") has been sent for information only to persons who have been nominated by a Shareholder to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person"). The right to appoint a proxy cannot be exercised by a Nominated Person; it can only be exercised by a Shareholder. However, a Nominated Person may have a right, under an agreement with the Shareholder by whom they were nominated, to be appointed as a proxy for the General Meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, they may have a right under such an agreement to give instructions to the Shareholder as to the exercise of voting rights.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual on the Euroclear website www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number RA10) by 9:00 a.m. on Friday, 21 October 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact Link Group using the details provided in note 2 above. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded.
Where two or more valid separate proxy appointments are received in respect of the same Share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others. If the Company is unable to determine which is last sent, the one which is last received shall be so treated. If the Company is unable to determine both which is last sent or which is last received, none of them shall be treated as valid in respect of the relevant Share(s).
A Shareholder which is a corporation may authorise a person or persons to act as its representative(s) at the General Meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual Shareholder, provided that they do not do so in relation to the same Shares.
Only persons entered on the UK Register at 6.30 p.m. (London time) on Friday, 21 October 2022 (or, if the General Meeting is adjourned, at 6.30 p.m. (London time) on the date which is two days prior to the adjourned meeting excluding non-business days) shall be entitled to vote at the General Meeting or adjourned meeting (the "UK Voting Record Date"). Changes to entries on the UK Register after this time shall be disregarded in determining the rights of persons to vote (and the number of votes they may cast) at the General Meeting or adjourned meeting. Any appointment of a proxy must be received by Link Group by 9:00 a.m. (London time) on Friday, 21 October 2022. Shareholders on the South Africa Register should refer to note 12.
Voting on all resolutions will be conducted by way of a poll rather than a show of hands. This is a more representative method of voting as Shareholders' votes are counted according to the number of Shares held. As soon as practicable following the General Meeting, the results of the voting at the General Meeting, the numbers of proxy votes cast for and against and the number of votes withheld in respect of the Resolutions will be announced to the London Stock Exchange and Euronext Dublin, and on SENS in respect of the JSE and also placed on the Company's website at www.hammerson.com/investors/regulatory-news.
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 [email protected] in advance of the General Meeting. We encourage 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. The Company is not required to answer questions if: doing so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; the answer has already been given on the Company's website in the form of an answer to a question; or it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that you subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted. You may not use any electronic address provided in this Notice to communicate with the Company for any purposes other than those expressly stated.
As at Wednesday, 21 September 2022 (being the latest practicable date prior to publication of this Notice), the Company's issued share capital consists of 4,614,095,081 Shares. The Company holds 7,691,247 Shares in treasury. Therefore, the total voting rights in the Company are 4,606,403,834. The contents of this Notice, details of the total number of Shares in respect of which Shareholders are entitled to exercise voting rights at the General Meeting, details of the totals of the voting rights that Shareholders are entitled to exercise at the General Meeting and, if applicable, any Shareholders' statements, Shareholders' resolutions or Shareholders' matters of business received by the Company after the date of this Notice will be available on www.hammerson.com/investors.
For Shareholders whose Shares are held in South Africa through a CSDP or broker and are traded on the JSE, your broker or CSDP should contact you to ascertain how you wish to cast your vote at the General Meeting and should thereafter cast your vote in accordance with your instructions. If you have not been contacted by your broker or CSDP, it is advisable to contact your broker or CSDP and provide your voting instructions (subject to the contract between you and your broker or CSDP) by completing a Form of Proxy and sending it to your broker or CSDP. The Form of Proxy is available online at www.hammerson.com/investors/shareholder-centre/general-meetings. If your broker or CSDP does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your broker or CSDP. You must not submit a Form of Proxy to the Company directly.
The voting record date for the purpose of determining which Shareholders on the South Africa Register are entitled to participate in and vote at the General Meeting is Friday, 21 October 2022. For Shareholders on the South Africa Register, 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 Tuesday, 18 October 2022.
All times in this Notice of Meeting refer to UK time on the relevant date unless otherwise specified.
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