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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
Scrip Reference Share Price, Scrip Ratio and Currency Conversion Announcement
27 September 2022
On 28 July 2022, the Company announced its intention to pay Shareholders an interim
dividend of 0.2p per ordinary share ("Share") (the “Interim 2022 Dividend”), with an
enhanced scrip dividend alternative of 2p per Share (the “Enhanced Scrip Dividend
Alternative”). Both the Interim 2022 Dividend and the Enhanced Scrip Dividend Alternative
will be paid as a non-Property Income Distribution (“non-PID”), and treated as an ordinary
UK company dividend.
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 10.00 a.m. (South African Standard Time) on Tuesday, 25
October 2022. The expected timetable for the payment of the Interim 2022 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, 21 October 2022. Shareholders who do not elect to participate in the Enhanced Scrip
Dividend Alternative by the deadline will receive a cash dividend in respect of the Interim
2022 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/dividend/scrip-dividend, from Wednesday, 28
September 2022.
Scrip Reference Share Price
Shareholders electing to participate in the Enhanced Scrip Dividend Alternative will, for the
Interim 2022 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, 7 October 2022).
The Scrip Reference Share Price which will be used in calculating the number of New Shares
is 19.92 pence (Sterling) if you hold your Shares on the UK Register or 412.10 (ZAR 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 Monday, 26 September 2022, less the gross value of the
Interim 2022 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 Monday, 26 September 2022, less the gross value of the
Interim 2022 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: 10.04016 New Shares for every 100 Shares held
Shareholders on the South Africa Register: 9.45766 New Shares for every 100 Shares held
Shareholders are reminded that the Interim 2022 Dividend will not be paid as a PID and
therefore no withholding tax will be applied to the Enhanced Scrip Dividend Alternative, as
was previously the case for the Final 2021 Dividend.
Currency Conversion Rate
The Company confirms that the South African Rand exchange rate for the Interim 2022
Dividend will be ZAR 19.4875 to GBP 1. The Interim 2022 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 African Shareholders
(GBP pence) (ZAR cents)
Interim 2022 Dividend paid in cash
Gross amount of dividend 0.2 3.89750
Less 20% South African dividends tax n/a 0.77950
(where applicable)
Net dividend payable 0.2 3.11800
Enhanced Scrip Dividend Alternative
Gross amount of Enhanced Scrip 2.00 38.97500
Dividend Alternative
Less 20% South Africa dividends tax n/a n/a
Net Enhanced Scrip Dividend 2.00 38.97500
Alternative payable
Expected Timetable of Events
2022
1. Dividend declaration announcement released Thursday, 28 July
2. Scrip reference share price calculation dates Tuesday, 20
September –
Monday, 26
September
3. Date on which Shareholders must be recorded on the Friday, 23 September
South Africa Register to receive the Circular
4. Currency conversion date Monday, 26 September
5. Currency conversion and scrip reference share price Tuesday, 27 September
announcement released by 10.00 a.m. (UK Time) / 11.00
a.m. (SA time)
6. Posting of the Circular and announcement on the Wednesday, 28 September
Johannesburg Stock Exchange (“JSE”), the London Stock
Exchange (“LSE”) and Euronext Dublin
7. Last day to effect transfer of shares between the United Tuesday, 4 October
Kingdom (“UK”) and South African (“SA”) Registers
8. Last day to trade on the JSE to qualify for the dividend Tuesday, 4 October
9. Ex-dividend on the JSE from commencement of trading Wednesday, 5 October
on
10. Last day to trade on the LSE and on Euronext Dublin to Wednesday, 5 October
qualify for the dividend
11. Fraction reference price announcement released by Thursday, 6 October
10.00 a.m. (UK time) / 11.00 a.m. (SA time)
12. Ex-dividend on the LSE and on Euronext Dublin from the Thursday, 6 October
commencement of trading on
13. Record date (applicable to both the UK principal register Friday, 7 October
and the SA branch register)
14. Transfer of shares between the UK and SA registers Monday, 10 October
permissible from
15. Last day to trade in the Company’s shares in order to be Tuesday, 18 October
recorded as a shareholder ahead of the Voting Record
Date (SA)
16. Last day to trade in the Company’s shares in order to be Wednesday, 19 October
recorded as a shareholder ahead of the Voting Record
Date (UK and Republic of Ireland (“ROI”))
17. Last day for receipt of dividend mandates by Central Friday, 21 October
Securities Depository Participants (“CSDPs”) and
enhanced scrip dividend elections by SA Transfer
Secretaries
18. Last date for UK registrar to receive Forms of Election from Friday, 21 October
shareholders on the UK register holding certificated shares
electing to receive the enhanced scrip dividend
19. Last date for shareholders on the UK register holding Friday, 21 October
uncertificated shares on CREST to elect to receive the
enhanced scrip dividend
20. Voting Record Date for the General Meeting (SA) Friday, 21 October
21. Voting Record Date for the General Meeting (UK and Friday, 21 October
Republic of Ireland (“ROI”)
22. General Meeting 9:00 a.m. (UK time)
and 10:00 a.m. (SA
Time) on Tuesday, 25
October
23. Dividend Payment Date (UK and ROI) Thursday, 3 November
Expected date of issue, admission and first day of
dealings in the New Shares on the LSE and Euronext Dublin
24. Dividend Payment Date (SA) Thursday, 3 November
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 transfer of shares to and from the UK principal register and the SA branch
register will not be permitted between Wednesday, 5 October 2022 to Friday, 7
October 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, 5 October 2022 and the
close of business on Friday, 7 October 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, 28 September 2022. The effect on
a Shareholder's tax position of electing to receive New Shares instead of cash in
respect of the Interim 2022 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 Interim
2022 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 final 2021
dividend paid in May 2022) 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 Interim 2022 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: 27-09-2022 10:30:00
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