TIDMHMSO
RNS Number : 3682T
Hammerson PLC
24 March 2021
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
Hammerson plc (the 'Company')
Scrip Reference Share Price, Scrip Ratio and Currency Conversion
Announcement - Correction
The following amendments have been made to the Scrip Reference
Share Price, Scrip Ratio and Currency Conversion announcement
released on 23 March 2021 at 08:30 under RNS No 1029T:
-- Clarification that the ratios provided are gross of withholding tax
-- Correction of the gross ratio applicable to Shareholders on
the South Africa Register as being 5.277212115 New Shares for every
100 Shares held, as opposed to 5.218007029 New Shares for every 100
Shares held, as previously announced due to an inadvertent
miscalculation. The UK equivalent figure [5.336179296 New Shares
for every 100 Shares held] remains unchanged.
-- In response to Shareholder queries, the applicable net ratios have also been included.
The revised text therefore reads as follows:
Therefore, the gross number of New Shares which Shareholders
electing to take the Enhanced Scrip Dividend Alternative will
receive are as follows:
Shareholders on the UK Register: 5.336179296 New Shares for
every 100 Shares held
Shareholders on the South Africa Register: 5.277212115 New Shares for every 100 Shares held
The net ratio of New Shares which Shareholders electing to take
the Enhanced Scrip Dividend Alternative will receive are
therefore:
Shareholders on the UK Register: 4.268943436 New Shares for
every 100 Shares held
Shareholders on the South Africa Register: 4.221769692 New Shares for every 100 Shares held
All other details remain unchanged.
Hammerson plc (the 'Company')
Final 2020 Dividend and Enhanced Scrip Dividend Alternative
Scrip Reference Share Price, Scrip Ratio and Currency Conversion
Announcement
24 March 2021
On 12 March 2021, the Company announced its intention to pay
Shareholders a final dividend of 0.2p per ordinary share ("Share")
(the "Final 2020 Dividend"), with an enhanced scrip dividend
alternative of 2p per Share (the "Enhanced Scrip Dividend
Alternative") . Both the Final 2020 Dividend and the Enhanced Scrip
Dividend Alternative will be paid as a Property Income Distribution
("PID"), net of withholding tax where appropriate.
The Enhanced Scrip Dividend Alternative is conditional upon,
among other things, the passing of certain Resolutions by
Shareholders which will be proposed at the Annual General Meeting
to be held at 8.30 a.m. (London time) and 9.30 a.m. (South African
Standard Time) on Tuesday, 4 May 2021 . The timetable for the
payment of the Final 2020 Dividend and the Enhanced Scrip Dividend
Alternative is set out at the end of this announcement. The
deadline by which Shareholders can elect to participate in the
Enhanced Scrip Dividend Alternative is Tuesday, 20 April 2021.
A guide containing the terms and conditions of the Enhanced
Scrip Dividend Alternative will be available on the Company's
website, https://www.hammerson.com/investors
/shareholder-information , from Monday, 29 March 2021 .
Scrip Reference Share Price
Shareholders electing to participate in the Enhanced Scrip
Dividend Alternative will, for the Final 2020 Dividend, receive
such number of new fully paid Shares (the "New Shares") as is equal
to 2 pence divided by the "Scrip Reference Share Price", for each
Share held on the dividend record date (being Tuesday, 6 April
2021).
The Scrip Reference Share Price which will be used in
calculating the number of New Shares is 37.48 pence (Sterling) if
you hold your Shares on the UK Register or R7.7392 (Rand) if you
hold your Shares on the South Africa Register.
For Shareholders on the UK Register, this figure is equal to the
average of the middle market quotations for Shares on the London
Stock Exchange as derived from the Daily Official List for the last
five dealing days ending on Friday, 19 March 2021, less the gross
value of the Final 2020 Dividend per Share. For Shareholders on the
South Africa Register, this figure is equal to the average of the
middle market quotations for Shares as provided by the Johannesburg
Stock Exchange for the last five dealing days ending on Friday, 19
March 2021, less the gross value of the Final 2020 Dividend per
Share.
Therefore, the gross number of New Shares which Shareholders
electing to take the Enhanced Scrip Dividend Alternative will
receive are as follows:
Shareholders on the UK Register: 5.336179296 New Shares for
every 100 Shares held
Shareholders on the South Africa Register: 5.277212115 New Shares for every 100 Shares held
The net number of New Shares which Shareholders electing to take
the Enhanced Scrip Dividend Alternative will receive are
therefore:
Shareholders on the UK Register: 4.268943436 New Shares for
every 100 Shares held
Shareholders on the South Africa Register: 4.221769692 New Shares for every 100 Shares held
Currency Conversion Rate
The Company confirms that the South African Rand exchange rate
for the Final 2020 Dividend will be ZAR 20.4207 to GBP 1. The Final
2020 Dividend and Enhanced Scrip Dividend Alternative are payable
in South African Rand to South Africa Shareholders. Shareholders
will be paid as follows:
PID UK Shareholders South Africa Shareholders
(GBP pence) (ZAR cents)
Final 2020 Dividend paid in cash
Gross amount of PID 0.2 4.08414
---------------- --------------------------
Less 20% UK withholding tax/20%
South Africa dividends tax 0.04 0.81683
---------------- --------------------------
Net PID dividend payable* 0.16 3.26731
---------------- --------------------------
Less 5% South Africa Shareholders
excess reclaim n/a 0.20421
---------------- --------------------------
Net PID dividend payable** n/a 3.06311
---------------- --------------------------
Enhanced Scrip Dividend Alternative
Gross amount of PID 2.00 40.84140
---------------- --------------------------
Less 20% UK withholding tax/20%
South Africa dividends tax 0.40 8.16828
---------------- --------------------------
Net PID dividend payable* 1.60 32.67312
---------------- --------------------------
Less 5% South Africa Shareholders
excess reclaim n/a 2.04207
---------------- --------------------------
Net PID dividend payable** n/a 30.63105
---------------- --------------------------
*Net position after South Africa Shareholders have claimed back
5% from HMRC under the double tax agreement between the United
Kingdom and South Africa.
** Before South Africa Shareholders have claimed back 5% from
HMRC under the double tax agreement between the United Kingdom and
South Africa.
Expected Timetable of Events
2021
1. Dividend declaration announcement released Friday, 12 March
---------------------
2. Date on which Shareholders must be recorded Friday, 19 March
on the South Africa Register to receive the
Circular
---------------------
3. Last day to effect removal of shares between Friday, 19 March
the United Kingdom ("UK") and South African
("SA") Registers
---------------------
4. Currency conversion date Friday, 19 March
---------------------
5. Scrip reference share price calculation Monday, 15 March
dates - Friday, 19 March
---------------------
6. Currency conversion and scrip reference Tuesday, 23 March
share price announcement released by 11.00
a.m. (SA time)
---------------------
7. Posting of the Circular and announcement Monday, 29 March
on SENS
---------------------
8. Last day to trade on the Johannesburg Stock Tuesday, 30 March
Exchange ("JSE") to qualify for the dividend
---------------------
9. Ex-dividend on the JSE from commencement Wednesday, 31 March
of trading on
---------------------
10. Last day to trade on the London Stock Exchange Wednesday, 31 March
and on Euronext Dublin to qualify for the dividend
---------------------
11. Ex-dividend on the London Stock Exchange Thursday, 1 April
and on Euronext Dublin from the commencement
of trading on
---------------------
12. Fraction reference price announcement released Thursday, 1 April
by 11.00 a.m. (SA time)
---------------------
13. Record date (applicable to both the UK Tuesday, 6 April
principal register and the SA branch register)
---------------------
14. Removal of shares between the UK and SA Wednesday, 7 April
registers permissible from
---------------------
15. Last day to trade in the Company's shares Tuesday, 20 April
in order to be recorded as a shareholder ahead
of the Voting Record Date (SA)
---------------------
16. Last day for receipt of dividend mandates Tuesday, 20 April
by Central Securities Depository Participants
("CSDPs") and enhanced scrip dividend elections
by SA Transfer Secretaries
---------------------
17. Last date for UK registrar to receive Forms Tuesday, 20 April
of Election from shareholders on the UK register
holding certificated shares electing to receive
the enhanced scrip dividend
---------------------
18. Last date for shareholders on the UK register Tuesday, 20 April
holding uncertificated shares on CREST to elect
to receive the enhanced scrip dividend
---------------------
19. Voting Record Date for the Annual General Tuesday, 27 April
Meeting (SA)
---------------------
20. Voting Record Date for the Annual General Thursday, 29 April
Meeting (UK and ROI)
---------------------
21. Annual General Meeting 8:30 a.m. (London
time) and 9:30
a.m. (South African
Standard Time)
on Tuesday, 4 May
2021
---------------------
22. Dividend Payment Date (UK and ROI) Thursday, 13 May
Expected date of issue, admission and first
day of dealings in the New Shares on the London
Stock Exchange and Euronext Dublin
---------------------
23. Dividend Payment Date (South Africa) Thursday, 13 May
CSDP accounts credited on the South Africa
Register
Expected date of issue, admission and first
day of dealings in the New Shares on the JSE
---------------------
Notes:
1. Transfers of Shares between the UK Register and the South
Africa Register will not be permitted between Saturday, 20 March
and the close of business on Tuesday, 6 April 2021, both dates
inclusive.
2. Shareholders registered on the South Africa Register should
note that, in accordance with the requirements of Strate, no
dematerialisation or rematerialisation of shares will be possible
from Wednesday, 31 March 2021 and the close of business on Tuesday,
6 April 2021, both dates inclusive.
3. The Final 2020 Dividend should be regarded as a 'foreign
dividend' for South Africa income tax and dividends tax
purposes.
4. South Africa dividends tax, at the rate of 20% will apply to
cash PIDs and dividends payable by the Company unless the
beneficial owner of the dividend is exempt from South Africa
dividends tax (e.g. if it is a South African resident company).
Under the double tax agreement between the UK and South Africa, the
maximum tax payable in the UK is 15%. South African resident
Shareholders are therefore entitled to claim the excess of 5% from
HMRC. As South Africa Shareholders are entitled to reclaim this
excess from HMRC, the maximum rebate allowable in respect of the UK
withholding tax against the South Africa dividends tax is 15%,
which means that the regulated intermediary (i.e. CSDP or broker)
will have to withhold a further 5% from the dividend in South
Africa to bring the total dividends tax to 20%. In summary,
therefore, 20% will be withheld in the UK, a further 5% will be
withheld in South Africa (where appropriate), but South African
resident Shareholders will be entitled to claim back 5% from HMRC,
which will bring the overall total to 20%.
5. As the Company is offering the Enhanced Scrip Dividend
Alternative for the Final 2020 Dividend, it intends to suspend the
Dividend Reinvestment Plan ("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.
6. Please note that all previously completed forms of election
or other forms of instruction in respect of earlier scrip dividend
schemes (including the December 2020 interim 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.
Registered Office UK Registrars SA Transfer Secretaries
Kings Place Link Group Computershare Investor
90 York Way 10th Floor Services Proprietary Limited
London Central Square (Registration number
N1 9GE 29 Wellington Street 2004/003647/07)
United Kingdom Leeds 1st Floor, Rosebank Towers
LS1 4DL 15 Biermann Avenue,
Rosebank, 2196
South Africa
(Private Bag, X9000, Saxonwold
2132 South Africa)
For further information contact:
Josh Warren
Head of Investor Relations
Tel: +44 20 7887 1053
josh.warren@hammerson.com
The announcement above has also been released on the SENS system
of the Johannesburg Stock Exchange and on Euronext Dublin.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer to
sell or issue, or the solicitation of an offer to purchase,
subscribe for or otherwise acquire any securities of the Company,
whether pursuant to this announcement or otherwise.
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 of any state or other jurisdiction of the
United States, and may not be offered, sold, taken up, exercised,
resold, pledged, renounced, transferred or delivered, directly or
indirectly, into or within the United States, 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. There has been and will be
no public offering of the New Shares in the United States.
The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom, the Republic of Ireland
and South Africa may be restricted by law and, therefore, persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply which such restrictions may constitute a violation of the
securities law of any such jurisdiction.
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END
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