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Dividend Declaration
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”)
Dividend Declaration
Dividend No. 139
12 March 2021
The Board of Directors of the Company has proposed a final dividend of 0.2 pence per
ordinary share ("Share") for the period ended 31 December 2020 (the “Final 2020
Dividend”). The Board also intends to offer Shareholders an Enhanced Scrip Dividend
Alternative of 2 pence per share (the “Enhanced Scrip Dividend Alternative”). Both the
Final 2020 Dividend and the Enhanced Scrip Dividend Alternative are subject to
Shareholder approval at the Company’s AGM to be held at 8.30 a.m. (British Summer
Time) on Tuesday, 4 May 2021, the details of which will be announced in due course.
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.
Shareholders who elect to participate in the Enhanced Scrip Dividend Alternative will, in
respect of 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 (6 April 2021). The scrip reference share
price will be announced to the London Stock Exchange, Euronext Dublin and to the JSE
on SENS on Tuesday, 23 March 2021.
Further details of the Enhanced Scrip Dividend Alternative, including how shareholders
can elect to participate, will be circulated to shareholders on Friday, 29 March 2021.
Shareholders should consider their own individual circumstances before making an
election to receive the Enhanced Scrip Dividend Alternative, and are recommended to
seek their own independent financial advice. However, given the significant difference
in value between the cash Final 2020 Dividend and the Enhanced Scrip Dividend
Alternative, the Board considers that for most Shareholders it will be in their interests to
elect to receive the Enhanced Scrip Dividend Alternative, as each Director intends to
do in respect of his or her own beneficial holdings.
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 Board retains the discretion to withdraw or modify the terms of the Enhanced Scrip
Dividend Alternative at any time, and to withdraw or modify the Final 2020 Dividend at
any time up to the time at which the resolution approving the Final 2020 Dividend is put
to shareholders at the AGM, because there are certain situations in which the Board
may decide that it is no longer appropriate to pay the Final 2020 Dividend and to offer
the Enhanced Scrip Dividend Alternative, or it may not be permissible for the Company
to do so.
Background to and reasons for the Final 2020 Dividend and Enhanced Scrip Dividend
Alternative
As a UK Real Estate Investment Trust (“REIT”), the Company is obliged to distribute 90% of
its tax-exempt income to Shareholders in the form of a PID each year. If the Company
did not satisfy its PID obligations by the deadline, it could lose its REIT status, which would
cause the Group to be liable to pay UK corporation tax on UK property income and
capital gains.
Additionally, as a French Société d’Investissement Immobilier Cotée (“SIIC”), the
Company is obliged to distribute exempt property income and capital gains. Failure to
satisfy the SIIC distribution requirement would lead to the Group losing its SIIC status and
cause the Group to be liable to pay corporation tax in France on its French property
income and capital gains (including the gain on the disposal of Italie Deux).
The Enhanced Scrip Dividend Alternative assists the Company in meeting its REIT PID
and SIIC distribution obligations whilst retaining cash for future operating and capital
expenses. In light of the ongoing COVID-19 pandemic and its effects on the retail
sector, the Board considers that the Enhanced Scrip Dividend Alternative is the most
prudent way for the Company to seek to meet its REIT PID and SIIC distribution
obligations.
In order to encourage Shareholders to elect for the Enhanced Scrip Dividend
Alternative and assist the Company in meeting its REIT PID and SIIC distribution
obligations, Shareholders electing to receive the Enhanced Scrip Dividend Alternative
will be entitled to receive New Shares with a significantly greater value than the cash
Final 2020 Dividend. Both the cash Final 2020 Dividend and the value of Shares issued
pursuant to the Enhanced Scrip Dividend Alternative will be designated as a PID and a
SIIC distribution and will contribute to the satisfaction of the Company’s REIT PID
obligation and SIIC distribution requirement
Expected Timetable of Events
2021
1. Dividend declaration announcement released Friday, 12 March
2. Date on which Shareholders must be recorded on the Friday, 19 March
South Africa Register to receive the Circular
3. Last day to effect removal of shares between the United Friday, 19 March
Kingdom (“UK”) and South African (“SA”) Registers
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 Tuesday, 23 March
announcement released by 11.00 a.m. (SA time)
7. Posting of the Circular and announcement on SENS Monday, 29 March
8. Last day to trade on the Johannesburg Stock Exchange Tuesday, 30 March
(“JSE”) to qualify for the dividend
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 Wednesday, 31 March
Euronext Dublin to qualify for the dividend
11. Ex-dividend on the London Stock Exchange and on Thursday, 1 April
Euronext Dublin from the commencement of trading on
12. Fraction reference price announcement released by Thursday, 1 April
11.00 a.m. (SA time)
13. Record date (applicable to both the UK principal register Tuesday, 6 April
and the SA branch register)
14. Removal of shares between the UK and SA registers Wednesday, 7 April
permissible from
15. Last day to trade in the Company’s shares in order to be Tuesday, 20 April
recorded as a shareholder ahead of the Voting Record
Date (SA)
16. Last day for receipt of dividend mandates by Central Tuesday, 20 April
Securities Depository Participants (“CSDPs”) and
enhanced scrip dividend elections by SA Transfer
Secretaries
17. Last date for UK registrar to receive Forms of Election from Tuesday, 20 April
shareholders on the UK register holding certificated shares
electing to receive the enhanced scrip dividend
18. Last date for shareholders on the UK register holding Tuesday, 20 April
uncertificated shares on CREST to elect to receive the
enhanced scrip dividend
19. Voting Record Date for the Annual General Meeting (SA) Tuesday, 27 April
20. Voting Record Date for the Annual General Meeting (UK Thursday, 29 April
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. The scrip share reference price is calculated by taking the average of the middle
market quotations for Shares on the LSE (for shareholders on the UK register) or the
JSE (for shareholders on the SA register) for the last five dealing days ending on the
Currency Conversion Date less the gross value of the cash Dividend per Share.
2. For Shareholders on the UK Register, entitlements to fractions of New Shares will be
paid based on the value of the Enhanced Scrip Dividend Alternative.
3. The cash fraction reference price for shareholders on the South Africa register is
determined by taking the volume weighted traded price on the JSE on the date at
which the Shares begin trading on the JSE ex the cash dividend or Enhanced Scrip
Dividend Alternative, discounted by 10%.
4. The removal of shares to and from the UK principal register and the SA branch
register will not be permitted between Saturday, 20 March 2021 to Tuesday, 6 April
2021, both dates inclusive.
5. Shareholders registered on the SA branch 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 to Tuesday, 6 April 2021, both dates
inclusive.
6. The final dividend should be regarded as a ‘foreign dividend’ for SA income tax and
dividends tax purposes.
7. Shareholders registered on the SA branch register will be paid in SA Rand.
8. SA 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 SA
dividends tax (e.g. if it is a South African resident company). Under the double tax
agreement between the UK and SA (the “DTA”), the maximum tax payable in the
UK is 15%. South African resident shareholders are therefore entitled to claim the
excess of 5% from Her Majesty’s Revenue and Customs (“HMRC”). As SA
shareholders are entitled to reclaim this excess from HMRC, the maximum rebate
allowable in respect of the UK withholding tax against the SA dividends tax is 15%,
which means that the Company 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 SA (where appropriate), but
South African resident shareholders will be entitled to claim back 5% from HMRC,
which will bring the overall total to 20%.
9. 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.
10. 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.
11. As at Friday, 12 March 2021, being the declaration date of the Final 2020 Dividend,
the Company had a total of 4,057,298,174 ordinary shares in issue. There are no
shares held in treasury.
12. The cash element of the Final 2020 Dividend will be paid out of the Company’s UK
distributable reserves. It is intended that the nominal value of the new shares issued
to shareholders who validly elect to participate in the Enhanced Scrip Dividend
Alternative will be paid up using reserves from the Company's share premium
account.
13. The dates above are subject to change. Any changes made will be communicated
as soon as practicably possible.
For further information contact:
Julia Crane
Deputy Company Secretary
Tel: +44 (0)20 7887 1000
Hammerson has its primary listing on the London Stock Exchange and secondary inward
listings on the Johannesburg Stock Exchange and on Euronext Dublin.
Sponsor: Investec Bank Limited
Date: 12-03-2021 09:01:00
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