Cash Fractions for the Enhanced Scrip Dividend

RNS Number : 8598F

Hammerson PLC

19 November 2020

 

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')

Interim 2020 Dividend and Enhanced Scrip Dividend Alternative

Cash Fraction Applicable to the Enhanced Scrip Dividend Alternative

19 November 2020

Further to the announcements released on 17 and 18 November 2020, Shareholders are further advised of the below.

Fractions applicable to the Enhanced Scrip Dividend Alternative:

Shareholders on the UK Register

No fraction of a New Share will be issued to Shareholders on the UK Register. Entitlements to New Shares of Shareholders on the UK Register who elect for the Enhanced Scrip Dividend Alternative will be rounded down to the nearest whole 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 based on the value of the Enhanced Scrip Dividend Alternative.

Shareholders on the South Africa Register

No fraction of a New Share will be issued to Shareholders on the South Africa Register.

You cannot accumulate residual entitlements or receive a fraction of a New Share. Where you have made an election to participate in the Enhanced Scrip Dividend Alternative, which would otherwise give rise to an entitlement to a fraction of a New Share, the number of New Shares to be received will be rounded down and any residual entitlement which is less than the price of one New Share will be paid to you in cash in Rand.

The cash fractional payment for Shareholders on the South Africa Register is to be determined with reference to the volume weighted traded price on the JSE on Wednesday, 18 November 2020 (being the date on which the Shares began trading on the JSE ex the cash dividend or Enhanced Scrip Dividend Alternative) of 4.79557 Rand, discounted by 10% ("Fractional Reference Price"). Shareholders are accordingly advised that the Fractional Reference Price is 4.31602 Rand (4.79557 Rand discounted by 10%). The cash fractional payment may be considered to be revenue or capital in nature and will depend on the nature of the pre-existing Shares held by Shareholders of the Company. The cash fractional payment is not regarded as a dividend for South African tax purposes and will not be subject to dividends tax. Shareholders are advised to seek their own tax advice from an independent tax adviser should they be in any doubt as to the tax treatment for them of any cash fractional payment.

South African Taxation

When the Company offers a scrip dividend alternative as a PID, the tax position is as follows:

A 20 % UK withholding tax will have been deducted in calculating the number of New Shares issued in respect of PIDs.

In terms of South African tax law, a foreign dividend is defined as a dividend paid or payable by a non-South Africa tax resident company where the amount is treated as a dividend in terms of the tax or corporate law of the country in which the foreign company is tax resident. However, a foreign dividend does not include any amount so paid or payable by the foreign company that constitutes a share in that company.

Accordingly, to the extent that the Company issues New Shares to Shareholders who elect to receive the Enhanced Scrip Dividend Alternative, no dividend will arise for South African tax purposes and no income tax or Dividends tax consequences will arise in South Africa.

Securities transfer tax will not be payable in respect of the issue of New Shares to South African

Shareholders.

The New Shares received by a South Africa resident Shareholder instead of a cash dividend from the Company will have no capital gains base cost, meaning that the value of the Shares received may be subject to capital gains tax on their eventual sale.

A summary of how UK Shareholders and South Africa Shareholders are likely to be treated for tax purposes if they elect to receive New Shares instead of a cash dividend is set out in Section 2 on pages 13 to 17 of the Guide   containing the terms and conditions of the Enhanced Scrip Dividend Alternative, which  is available on the Company's website, https://www.hammerson.com/investors/shareholder-information/scrip-dividend-scheme/ .

Unless otherwise stated, capitalised terms in this announcement shall have the meanings given to them in the Circular dated 11 November 2020 in connection with the proposed Interim 2020 Dividend and Enhanced Scrip Dividend Alternative which can be found at: https://www.hammerson.com/investors/shareholder-information/general-meeting .

Registered Office	UK Registrars	SA Transfer Secretaries
Kings Place 90 York Way London N1 9GE United Kingdom	Link Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU United Kingdom	Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) 1st Floor, Rosebank Towers 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: [phone]

[e-mail]

The announcement above has also been released on the SENS system of the Johannesburg Stock Exchange.

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 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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