Wrap Text
Final 2021 Dividend and Enhanced Scrip Dividend Alternative
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
(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”)
Final 2021 Dividend and Enhanced Scrip Dividend Alternative
Scrip Reference Share Price, Scrip Ratio and Currency Conversion Announcement
22 March 2022
On 4 March 2022, the Company announced its intention to pay Shareholders a final dividend
of 0.2p per ordinary share ("Share") (the “Final 2021 Dividend”), with an enhanced scrip
dividend alternative of 2p per Share (the “Enhanced Scrip Dividend Alternative”). Both the
Final 2021 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 11.00 a.m. (London time) and 12.00 p.m. (South African Standard Time) on
Thursday, 28 April 2022. The expected timetable for the payment of the Final 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 Tuesday, 19 April 2022.
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/dividend/scrip-dividend, from Wednesday, 23
March 2022.
Scrip Reference Share Price
Shareholders electing to participate in the Enhanced Scrip Dividend Alternative will, for the
Final 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, 1 April 2022).
The Scrip Reference Share Price which will be used in calculating the number of New Shares
is 31.76 pence (Sterling) if you hold your Shares on the UK Register or R630.26 (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 five dealing days ending on Friday, 18 March 2022, less the gross value of the Final 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 JSE for the five dealing
days ending on Friday, 18 March 2022, less the gross value of the Final 2021 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: 6.29723 New Shares for every 100 Shares held
Shareholders on the South Africa Register: 6.25329 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 as follows:
Shareholders on the UK Register: 5.03778 New Shares for every 100 Shares held
Shareholders on the South Africa Register: 5.00263 New Shares for every 100 Shares held
Currency Conversion Rate
The Company confirms that the South African Rand exchange rate for the Final 2021 Dividend
will be ZAR 19.70600 to GBP 1. The Final 2021 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 African
Shareholders
(GBP pence)
(ZAR cents)
Final 2021 Dividend paid in cash
Gross amount of PID 0.2 3.94120
Less 20% UK withholding tax/20% 0.04 0.78824
South African dividends tax
Net PID dividend payable* 0.16 3.15296
Less 5% South African Shareholders n/a 0.19706
excess reclaim
Net PID dividend payable** n/a 2.95590
Enhanced Scrip Dividend Alternative
Gross amount of PID 2.00 39.41200
Less 20% UK withholding tax 0.40 7.88240
Net PID dividend payable** 1.60 31.52960
Plus 5% South African Shareholders n/a 1.97060
excess reclaim
Net PID dividend payable* n/a 33.50020
*Net position after South African Shareholders have claimed back 5% from HMRC under the
double taxation agreement between the United Kingdom and South Africa.
** Before South African shareholders have claimed back 5% from HMRC under the double
taxation agreement between the United Kingdom and South Africa.
Expected Timetable of Events
2022
1. Dividend declaration announcement released Friday, 4 March
2. Scrip reference share price calculation dates Monday, 14 March –
Friday, 18 March
3. Date on which Shareholders must be recorded on the Friday, 18 March
South Africa Register to receive the Circular
4. Currency conversion date Friday, 18 March
5. Currency conversion and scrip reference share price Tuesday, 22 March
announcement released by 11.00 a.m. (SA time)
6. Posting of the Circular and announcement on SENS Wednesday, 23 March
7. Last day to effect removal of shares between the United Tuesday, 29 March
Kingdom (“UK”) and South African (“SA”) Registers
8. Last day to trade on the Johannesburg Stock Exchange Tuesday, 29 March
(“JSE”) to qualify for the dividend
9. Ex-dividend on the JSE from commencement of trading Wednesday, 30 March
on
10. Last day to trade on the London Stock Exchange and on Wednesday, 30 March
Euronext Dublin to qualify for the dividend
11. Ex-dividend on the London Stock Exchange and on Thursday, 31 March
Euronext Dublin from the commencement of trading on
12. Fraction reference price announcement released by Thursday, 31 March
11.00 a.m. (SA time)
13. Record date (applicable to both the UK principal register Friday, 1 April
and the SA branch register)
14. Removal of shares between the UK and SA registers Monday, 4 April
permissible from
15. Last day for receipt of dividend mandates by Central Tuesday, 19 April
Securities Depository Participants (“CSDPs”) and
enhanced scrip dividend elections by SA Transfer
Secretaries
16. Last date for UK registrar to receive Forms of Election from Tuesday, 19 April
shareholders on the UK register holding certificated shares
electing to receive the enhanced scrip dividend
17. Last date for shareholders on the UK register holding Tuesday, 19 April
uncertificated shares on CREST to elect to receive the
enhanced scrip dividend
18. Last day to trade in the Company’s shares in order to be Thursday, 21 April
recorded as a shareholder ahead of the Voting Record
Date (SA)
19. Voting Record Date for the Annual General Meeting (SA) Tuesday, 26 April
20. Voting Record Date for the Annual General Meeting (UK Tuesday, 26 April
and ROI)
21. Annual General Meeting 11:00 a.m. (London
time) and 12:00 p.m.
(South African
Standard Time) on
Thursday, 28 April
22. Dividend Payment Date (UK and ROI) Tuesday, 10 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) Tuesday, 10 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. 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.
2. 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%.
3. The removal of shares to and from the UK principal register and the SA branch
register will not be permitted between Wednesday, 30 March 2022 to Friday, 1 April
2022, both dates inclusive.
4. 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, 30 March 2021 and the
close of business on Friday, 1 April 2022, both dates inclusive.
5. Securities transfer tax will not be payable in respect of the issue of New Shares to
South African Shareholders.
6. Shareholders registered on the SA branch register will be paid in SA Rand.
7. A summary of how UK Shareholders and South Africa Shareholders are likely to be
treated for tax purposes will be set out in Section 2 of the Guide containing the
terms and conditions of the Enhanced Scrip Dividend Alternative, which will be
made available to Shareholders on Wednesday, 23 March 2022. The effect on a
Shareholder's tax position of electing to receive New Shares instead of cash in
respect of the Final 2021 Dividend will depend upon the personal circumstances of
that Shareholder. 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 (including the Republic of Ireland),
you should consult an appropriate professional adviser before taking any action.
8. As the Company is offering the Enhanced Scrip Dividend Alternative for the Final
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.
9. Please note that all previously completed forms of election or other forms of
instruction in respect of earlier scrip dividend schemes (including the December
2021 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.
10. The cash element of the Final 2021 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.
11. The dates above are subject to change. Any changes made will be communicated
as soon as practicably possible.
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.
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: 22-03-2022 11:00:00
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