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HMSO Hammerson Plc

29.78
1.26 (4.42%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Hammerson Plc LSE:HMSO London Ordinary Share GB00BK7YQK64 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  1.26 4.42% 29.78 29.64 29.70 29.70 28.12 28.40 21,385,263 16:35:13
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Real Estate Investment Trust 135.5M -51.4M -0.0103 -32.04 1.64B

Hammerson PLC Result of AGM (4782Y)

04/05/2023 4:15pm

UK Regulatory


Hammerson (LSE:HMSO)
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TIDMHMSO

RNS Number : 4782Y

Hammerson PLC

04 May 2023

FOR IMMEDIATE RELEASE

Hammerson plc (the "Company" or "Hammerson")

Results of the 2023 Annual General Meeting

4 May 2023

At the Annual General Meeting (the "AGM") of the Company held at Marble Arch House, 66 Seymour Street, London W1H 5BX on Thursday, 4 May 2023, the Board-recommended resolutions 1-14 (inclusive) and resolution 17 were passed by the requisite majority. Further commentary on Board-recommended resolutions 15 and 16 and the shareholder requisitioned resolutions 18 and 19 is set out below.

All resolutions were voted on by poll and the results of the poll for each resolution are set out in the table below.

Robert Noel, Chair, said : "While we are pleased that the majority of the resolutions proposed by the Board were passed with clear majorities, we note that resolutions 15 and 16 (being the customary special resolutions to disapply pre-emption rights) did not pass, and that resolutions 2-5, 9 and 14 passed with below an 80% majority in favour. The voting outcomes principally reflect votes cast against these resolutions by a group of shareholders connected with Lighthouse.

The resolutions requisitioned by Lighthouse (18 and 19) did not receive the necessary support from shareholders to pass. We acknowledged the issues raised by Lighthouse in the Notice of AGM and were pleased to further engage with Lighthouse and other shareholders on these matters during the AGM process. We continue to recognise the importance of ongoing engagement and dialogue with all shareholders.

The Board would like to thank shareholders for their engagement and support ahead of the AGM and throughout the year. The Board remains confident that the strategy and leadership team is the right one, and the Group's performance clearly demonstrates sustained delivery to date. We are confident in the Group's prospects for the remainder of 2023 and we remain on track to return to cash dividends as previously guided.

We remain mindful of our responsibilities as custodians of the business and to the broader stakeholders of the Company. Looking forward, our focus is on executing our strategy and delivering long-term value for all our stakeholders. We will continue to actively engage with all our shareholders."

 
                                                     Votes For                 Votes Against             Votes   **Votes Withheld 
                                                                                                          Cast 
                                       No. of    % of Shares voted         No. of       % of Shares     % of               No. of 
        Resolution                     Shares                              Shares        voted         Issued              Shares 
                                                                                                        Share 
                                                                                                       Capital 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
      Board-recommended 
      resolutions 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
      To receive the 
      Directors' Annual 
      Report and Financial 
      Statements for the 
      year ended 31 December 
 1    2022                      4,196,820,805               99.84%      6,934,056             0.16%     84.04%          5,968,854 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 2    To receive and approve 
      the Directors' 
      Remuneration Report 
      (other than the part 
      containing 
      the Directors' 
      Remuneration Policy) 
      for the year ended 31 
      December 2022             2,507,121,900               61.01%  1,602,373,868            38.99%     82.15%        100,227,947 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 3    To approve the 
      Directors' 
      Remuneration Policy       2,546,605,548               60.67%  1,651,063,011            39.33%     83.92%         12,055,156 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 4    To re-elect Habib 
      Annous as a Director 
      of the Company            2,621,140,637               62.32%  1,584,949,044            37.68%     84.08%          3,634,034 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 5    To re-elect Méka 
      Brunel as a Director 
      of the Company            2,635,307,470               62.65%  1,570,782,154            37.35%     84.08%          3,634,091 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 6    To re-elect Mike 
      Butterworth as a 
      Director of the 
      Company                   4,066,654,285               96.68%    139,435,396             3.32%     84.08%          3,634,034 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 7    To re-elect Rita-Rose 
      Gagné as a 
      Director of the 
      Company                   4,066,114,285               96.67%    139,975,396             3.33%     84.08%          3,634,034 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 8    To re-elect Adam Metz 
      as a Director of the 
      Company                   4,066,857,666               96.69%    139,232,015             3.31%     84.08%          3,634,034 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 9    To re-elect Robert 
      Noel as a Director of 
      the Company               2,573,099,456               61.18%  1,632,990,225            38.82%     84.08%          3,634,034 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 10   To re-elect Himanshu 
      Raja as a Director of 
      the Company               4,064,833,439               96.64%    141,256,242             3.36%     84.08%          3,634,034 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 11   To re-elect Carol 
      Welch as a Director of 
      the Company               3,809,811,286               90.58%    396,278,395             9.42%     84.08%          3,634,034 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 12   To re-appoint 
      PricewaterhouseCoopers 
      LLP as auditor            4,092,723,158               97.50%    104,985,867             2.50%     83.92%         12,014,690 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 13   To authorise the Audit 
      Committee to agree the 
      auditor's remuneration    4,092,837,333               97.50%    104,862,335             2.50%     83.92%         12,024,047 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 14   To authorise the 
      Directors to allot 
      shares (1)                2,322,971,861               55.23%  1,883,132,400            44.77%     84.08%          3,619,934 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
      To disapply 
 15   pre-emption rights*       2,397,300,916               57.01%  1,807,918,735            42.99%     84.07%          4,504,064 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 16   To disapply 
      pre-emption rights in 
      addition to those 
      conferred by 
      resolution 15*            2,398,677,516               57.04%  1,806,564,355            42.96%     84.07%          4,481,844 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 17   To authorise market 
      purchases by the 
      Company of its shares*    4,089,522,021               97.43%    107,998,348             2.57%     83.91%         12,203,346 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
      Shareholder 
      requisitioned 
      resolutions 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 18   To elect Nick Hughes 
      as a Director of the 
      Company                   1,702,096,117               40.55%  2,495,622,180            59.45%     83.92%         12,005,418 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 19   To elect Craig Tate as 
      a Director of the 
      Company                   1,708,622,362               40.70%  2,489,090,433            59.30%     83.92%         12,010,920 
     -----------------------  ---------------  -------------------  -------------  ----------------  ---------  ----------------- 
 

Ordinary resolutions 2 and 3 (Directors' Remuneration Report and Directors' Remuneration Policy)

The Board is grateful for continuing shareholder support and engagement on remuneration matters and is pleased that the Directors' Remuneration Report and the Remuneration Policy were approved today. The Policy will now be implemented by the Remuneration Committee for 2023. It is however noted that a significant minority, comprised principally of the group of shareholders connected with Lighthouse (the "Connected Parties"), did not support these items. Resolutions 2 and 3 received votes in favour of 61.01% and 60.67%, respectively.

The Board and the Remuneration Committee believe that the Remuneration Policy is robust and fair, having been scrutinised by the Board and reflecting feedback received from shareholders in 2022.

Last year, the Remuneration Committee reviewed the operation and impact of the previous Policy and actively engaged with approximately 60% of the share register and proxy adviser firms. All the feedback received, including the feedback provided by Lighthouse, was reviewed and discussed extensively at Remuneration Committee meetings, and the Company provided written responses to a number of shareholders, including Lighthouse, addressing their comments. In particular, the Committee took account of the current economic uncertainty and the need to continue to transform the business alongside shareholder feedback.

As set out in the Directors' Remuneration Report, the Remuneration Committee intends to keep the Policy under active review to ensure it remains appropriate to Hammerson's evolution and aligned to stakeholder interests.

Ordinary resolutions 14 (authority to allot shares) and 4, 5 and 9 (re-election of Habib Annous, Méka Brunel and Robert Noel)

The Board notes that resolution 14 received 55.23% of votes in favour and was duly passed at the AGM. The level of allotment authority therefore continues to be supported by the majority of the Company's shareholders voting at the AGM and is in line with the Investment Association's share capital management guidelines applicable to UK listed companies. The number of votes against the resolution principally reflects votes cast by the Connected Parties.

The Board also notes that resolutions 4, 5 and 9 respectively received 62.32%, 62.65% and 61.18% of votes in favour and were passed at the AGM. The number of votes against these items is largely a result of Lighthouse carrying out its stated intention - as set out in the Notice of AGM - to vote against the election "of at least two of Hammerson's non-executive directors".

As set out above, the Board believes that a clear majority of shareholders want the current Board and management team to continue to focus on delivering the strategy it has set out for the Group. 2023 is another important year for the Group's transformation and the current Board remains unwavering in its focus on delivery.

Special resolutions 15 and 16 (disapplication of pre-emption rights)

The Board is disappointed that resolutions 15 and 16 on the disapplication of statutory pre-emption rights, which were special resolutions requiring a 75% majority, did not receive sufficient support to be passed (receiving 57.01% and 57.04% in favour, respectively). Consistent with the voting on other resolutions at the AGM, the number of votes against is principally the result of the Connected Parties voting against these resolutions.

The disapplication authority was in line with institutional shareholder guidance, and the Directors were not seeking the maximum authority permitted by the Pre-Emption Principles, but rather, at a level that is consistent with the approach taken in recent years (and which has consistently been approved by shareholders at previous AGMs) and which would provide the Directors with a degree of flexibility.

The authority granted at last year's AGM expired at the conclusion of this year's meeting.

Provision 4 of the UK Corporate Governance Code

In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will consult and continue to engage with relevant shareholders to understand and discuss the reasons behind the result on the Board-recommended resolutions that received less than 80% support at the AGM. An update will be provided within six months of the AGM, in accordance with the Code, with a final summary to be included in the Company's 2023 annual report and accounts.

Other information

* Special resolution (75% majority required).

** A vote withheld is not a vote in law and is not counted towards the votes cast 'For' or 'Against' a resolution.

(1) The 'Notice of AGM' published on the Company's website and posted to shareholders on Monday, 3 April 2023 contained a typographical error. An amendment to correct the error was put to the meeting and approved by a vote on a show of hands. Voting on Resolution 14 was therefore on the resolution as amended, which is as follows: "That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (Rights) up to an aggregate nominal amount of GBP83,242,906, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company, or, if earlier, on 4 August 2023 2024, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired."

(2) The issued share capital of the Company as at 6.30 p.m. on Tuesday, 2 May 2023 (the time by which shareholders who wanted to attend, speak and vote at the AGM were entered on the Register) was 5,002,265,607 ordinary shares, with 7,691,247 shares held in treasury. The total number of voting rights in Hammerson plc was therefore 4,994,574,360.

(3) Copies of the resolutions passed, other than the resolutions constituting ordinary business, at the AGM will shortly be available for inspection at the National Storage Mechanism, which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The documents have also been submitted to Euronext Dublin.

(4) A copy of the poll results for the Annual General Meeting is also available on the Hammerson plc website ( www.hammerson.com ).

(5) The full text of the resolutions is set out in the Notice of Meeting which is also available at www.hammerson.com , together with the amendment set out in note (1) above.

Investor Enquiries:

Josh Warren, Director of Strategy, Commercial Finance, and Investor Relations

Tel: +44 (0)20 7887 1053 Email: josh.warren@hammerson.com

Media Enquiries:

Natalie Gunson, Group Communications Director, Hammerson

   Tel: +44 (0)20 7887 4672    Email: natalie.gunson@hammerson.com 

MHP for Hammerson :

Oliver Hughes

   T: +44 7885 224532    Email:   Hammerson@mhpgroup.com 

Ollie Hoare

   T: +44 7817 458804    Email :  Hammerson@mhpgroup.com 

This announcement has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.

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END

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