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Scrip Reference Share Price, Scrip Ratio and Currency Conversion Announcement
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE and Euronext Dublin share code: HMSO JSE share code: HMN
ISIN: GB00BK7YQK64
(“Hammerson” or “the Company”)
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
27 September 2021
On 5 August 2021, the Company announced its intention to pay Shareholders an interim
dividend of 0.2p per ordinary share ("Share") (the “Interim 2021 Dividend”), with an enhanced
scrip dividend alternative of 2p per Share (the “Enhanced Scrip Dividend Alternative”). Both
the Interim 2021 Dividend and the Enhanced Scrip Dividend Alternative will be paid as an
ordinary dividend, i.e. the Interim 2021 Dividend and the Enhanced Scrip Dividend Alternative
will not be paid as a Property Income Distribution (“PID”).
The Enhanced Scrip Dividend Alternative is conditional upon, among other things, the passing
of a Resolution by Shareholders which will be proposed at the General Meeting to be held at
9.00 a.m. (London time) and 11.00 a.m. (South African Standard Time) on Thursday, 25
November 2021. The timetable for the payment of the Interim 2021 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
Friday, 12 November 2021. Shareholders who not elect to participate in the Enhanced Scrip
Dividend Alternative by the deadline will receive a cash dividend in respect of the Interim
2021 Dividend.
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, from
Monday, 11 October 2021.
Scrip Reference Share Price
Shareholders electing to participate in the Enhanced Scrip Dividend Alternative will, for the
Interim 2021 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 Friday, 29 October 2021).
The Scrip Reference Share Price which will be used in calculating the number of New Shares
is 32.85 pence (Sterling) if you hold your Shares on the UK Register or R661.78 (Rand Cents) 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 Thursday, 23 September 2021, less the gross value of the
Interim 2021 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 Thursday, 23
September 2021, less the gross value of the Interim 2021 Dividend per Share.
Therefore, the number of New Shares which Shareholders electing to take the Enhanced
Scrip Dividend Alternative will receive are as follows:
Shareholders on the UK Register: 6.088280061 New Shares for every 100 Shares held
Shareholders on the South Africa Register: 6.080933241 New Shares for every 100 Shares held
Shareholders are reminded that the Interim 2021 Dividend will not be paid as a PID and
therefore no withholding tax will be applied to the Enhanced Srip Dividend Alternative, as
was previously the case for the Interim 2020 Dividend and the Final 2020 Dividend.
Currency Conversion Rate
The Company confirms that the South African Rand exchange rate for the Interim 2021
Dividend will be ZAR 20.1212 to GBP 1. The Interim 2021 Dividend and Enhanced Scrip
Dividend Alternative are payable in South African Rand to South Africa Shareholders.
Shareholders will be paid as follows:
UK Shareholders South Africa
Shareholders
(GBP pence)
(ZAR cents)
Interim 2021 Dividend paid in cash
Gross amount of dividend 0.2 4.02424
Less 20% South Africa dividends tax n/a 0.80485
(where applicable)
Net dividend payable 0.2 3.21939
Enhanced Scrip Dividend Alternative
Gross amount of Enhanced Scrip 2.00 40.24240
Dividend Alternative
20% South Africa dividends tax n/a n/a
Net Enhanced Scrip Dividend 2.00 40.24240
Alternative payable
Expected Timetable of Events
2021
1. Dividend declaration announcement released Thursday, 5 August
2021
2. Scrip Reference Share Price calculation dates Friday, 17 September
2021 – Thursday, 23
September 2021
3. Currency Conversion Date Thursday, 23
September 2021
4. Currency conversion, scrip ratios and Scrip Reference Share Monday, 27
Price announcement released by 9.00 a.m. (London time) / September 2021
11.00 a.m. (SA time)
5. Date on which Shareholders must be recorded on the SA Friday, 1 October 2021
Register to receive the Circular
6. Posting of the Circular and announcement on the LSE, JSE Monday, 11 October
and Euronext Dublin 2021
7. Last day to effect transfer of Shares between the UK and SA Friday, 26 October
Registers 2021
8. Last day to trade on the JSE to qualify for the dividend Tuesday, 26 October
2021
9. Ex-dividend on the JSE from commencement of trading on Wednesday, 27
October 2021
10. Last day to trade on the LSE and on Euronext Dublin to Wednesday, 27
qualify for the dividend October 2021
11. Ex-dividend on the LSE and on Euronext Dublin from the Thursday, 28 October
commencement of trading on 2021
12. Fraction reference price announcement released by 9.00 Thursday, 28 October
a.m. (London time) / 11.00 a.m. (SA time) 2021
13. Dividend Record Date (applicable to both the UK Register Friday, 29 October
and the SA Register) 2021
14. Transfer of Shares between the UK and SA Registers Monday, 1 November
permissible from 2021
15. Last day for receipt of dividend mandates by CSDPs and Friday, 12 November
Enhanced Scrip Dividend Alternative elections by SA Transfer 2021
Secretaries
16. Last date for UK Registrar to receive Forms of Election from Friday, 12 November
Shareholders on the UK Register holding certificated Shares 2021
electing to receive the Enhanced Scrip Dividend Alternative
17. Last date for Shareholders on the UK Register holding Friday, 12 November
uncertificated Shares in CREST to elect to receive the 2021
Enhanced Scrip Dividend Alternative
18. Last day to trade in the Company’s Shares in order to be Thursday, 18
recorded as a Shareholder ahead of the Voting Record November 2021
Date (SA)
19. Last day to trade in the Company’s Shares in order to be Friday, 19 November
recorded as a Shareholder ahead of the Voting Record 2021
Date (UK and ROI)
20. Voting Record Date for the General Meeting (UK, SA and Tuesday, 23 November
ROI) 2021
21. General Meeting 9:00 a.m. (London
time) and 11:00 a.m.
(SA time) on Thursday,
25 November 2021
Dividend Payment Date (UK, SA and ROI) Tuesday, 7 December
2021
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 SA Register
Notes:
1. Transfers of Shares between the UK Register and the South Africa Register will not be
permitted between Wednesday, 27 October and the close of business on Friday, 29 October
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, 27 October and the close of business on Friday, 29 October 2021, both
dates inclusive.
3. Cash dividends will constitute foreign dividends for South African tax purposes. Cash
dividends will be exempt from income tax in South Africa but will constitute a dividend for
South African Dividends Tax purposes to the extent that it is declared in respect of a share
listed on the JSE. South African Dividends Tax at the rate of 20% will be withheld from such
cash dividends paid to individuals. Cash dividends paid to corporates, retirement funds and
public benefit organisations qualify for an exemption from Dividends Tax provided the
required declaration to qualify for the exemption has been submitted by the requisite date.
4. Shares issued in terms of the Enhanced Scrip Dividend Alternative will not constitute a
foreign dividend for South African tax purposes and will not trigger any income tax nor
Dividends Tax consequences. New shares which are acquired under the Enhanced Scrip
Dividend Alternative will be treated as having been acquired for nil consideration and
therefore such shares will have no capital gains base cost, meaning that the value of the new
shares received may be subject to capital gains tax on their eventual sale. Any residual cash
payments to account for fractional share payments will be exempt from income tax but will
be subject to South African Dividends Tax at a rate of 20% if paid to individuals. Cash
payments made to corporates, retirement funds and public benefit organisations qualify for
an exemption from Dividends Tax provided the required declaration to qualify for the
exemption has been submitted by the requisite date.
5. As the Company is offering the Enhanced Scrip Dividend Alternative for the Interim 2021
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 Final 2020 Dividend paid in May 2021)
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
Director of Strategy and Investor Relations
Tel: +44 20 7887 1053
josh.warren@hammerson.com
Hammerson has its primary listing on the London Stock Exchange and secondary inward
listings on the Johannesburg Stock Exchange and Euronext Dublin.
Sponsor: Investec Bank Limited
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.
Although the information in this announcement is believed to be correct at the time of
publication, the decision whether to elect to receive the Enhanced Scrip Dividend Alternative
is the sole responsibility of each Shareholder. The information contained in this announcement
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 advisors regarding the tax consequences of the cash
Interim 2021 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 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.
Date: 27-09-2021 10:54:00
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