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Scrip Reference Share Price, Scrip Ratio and Currency Conversion Announcement – Correction
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 –
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.
The full amended text is shown below.
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 South Africa
Shareholders
(GBP pence)
(ZAR cents)
Final 2020 Dividend paid in cash
Gross amount of PID 0.2 4.08414
Less 20% UK withholding tax/20% 0.04 0.81683
South Africa dividends tax
Net PID dividend payable* 0.16 3.26731
Less 5% South Africa Shareholders n/a 0.20421
excess reclaim
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% 0.40 8.16828
South Africa dividends tax
Net PID dividend payable* 1.60 32.67312
Less 5% South Africa Shareholders n/a 2.04207
excess reclaim
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 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 Wednesday, 31 March
on
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. 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 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
Head of 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: 24-03-2021 03:15:00
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