Scrip Reference Price & Scrip Ratios - Replacement

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 (GBP pence)	South Africa Shareholders (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 on the South Africa Register to receive the Circular	Friday, 19 March
3.  Last day to effect removal of shares between the United Kingdom ("UK") and South African ("SA") Registers	Friday, 19 March
4.  Currency conversion date	Friday, 19 March
5.  Scrip reference share price calculation dates	Monday, 15 March - Friday, 19 March
6.  Currency conversion and scrip reference share price announcement released by 11.00 a.m. (SA time)	Tuesday, 23 March
7.  Posting of the Circular and announcement on SENS	Monday, 29 March
8.  Last day to trade on the Johannesburg Stock Exchange ("JSE") to qualify for the dividend	Tuesday, 30 March
9.  Ex-dividend on the JSE from commencement of trading on	Wednesday, 31 March
10. Last day to trade on the London Stock Exchange and on Euronext Dublin to qualify for the dividend	Wednesday, 31 March
11. Ex-dividend on the London Stock Exchange and on Euronext Dublin from the commencement of trading on	Thursday, 1 April
12. Fraction reference price announcement released by 11.00 a.m. (SA time)	Thursday, 1 April
13. Record date (applicable to both the UK principal register and the SA branch register)	Tuesday, 6 April
14. Removal of shares between the UK and SA registers permissible from	Wednesday, 7 April
15. Last day to trade in the Company's shares in order to be recorded as a shareholder ahead of the Voting Record Date (SA)	Tuesday, 20 April
16. Last day for receipt of dividend mandates by Central Securities Depository Participants ("CSDPs") and enhanced scrip dividend elections by SA Transfer Secretaries	Tuesday, 20 April
17. 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	Tuesday, 20 April
18. Last date for shareholders on the UK register holding uncertificated shares on CREST to elect to receive the enhanced scrip dividend	Tuesday, 20 April
19. Voting Record Date for the Annual General Meeting (SA)	Tuesday, 27 April
20. Voting Record Date for the Annual General Meeting (UK and ROI)	Thursday, 29 April
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) Expected date of issue, admission and first day of dealings in the New Shares on the London Stock Exchange and Euronext Dublin	Thursday, 13 May
23. Dividend Payment Date (South Africa) 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	Thursday, 13 May

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 90 York Way London N1 9GE United Kingdom	Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL	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 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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