Wrap Text
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. 140
5 August 2021
The Board of Directors of the Company has proposed an interim dividend of 0.2 pence
per ordinary share ("Share") for the period ending 31 December 2021 (the “Interim 2021
Dividend”). The Board also intends to offer shareholders an Enhanced Scrip Dividend
Alternative of 2 pence per share (the “Enhanced Scrip Dividend Alternative”). The
Enhanced Scrip Dividend Alternative is subject to shareholder approval at a General
Meeting of the Company, the details of which will be announced in due course.
The Board of Directors of the Company has agreed a timetable for the payment of the
Interim 2021 Dividend and the Enhanced Scrip Dividend Alternative, which is set out at
the end of this announcement.
Both the Interim 2021 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.
Shareholders who elect to participate in the Enhanced Scrip Dividend Alternative will, in
respect of 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 (expected to be on or around Friday, 29
October 2021). The Company intends to announce the scrip reference share price to
the London Stock Exchange (“LSE”), Euronext Dublin and to the Johannesburg Stock
Exchange (“JSE”) on SENS on or around Monday, 27 September 2021.
Further details of the Enhanced Scrip Dividend Alternative, including how shareholders
can elect to participate, will be circulated to shareholders in due course. 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 Interim 2021 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 their own beneficial holdings.
The Board retains the discretion to withdraw or modify the terms of the Enhanced Scrip
Dividend Alternative and the Interim 2021 Dividend at any time, because there are
certain situations in which the Board may decide that it is no longer appropriate to pay
the Interim 2021 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 Interim 2021 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 Property Income Distribution
(“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. The Company offered an
Enhanced Scrip Dividend Alternative for the interim 2020 and final 2020 dividends. Both
were designated as a PID and were sufficient to enable the Company to meet its REIT
PID obligations. It is therefore not proposed that the Interim 2021 Dividend is paid as a
PID and instead as an ordinary UK company dividend.
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 ongoing
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 SIIC distribution obligations.
In order to encourage shareholders to elect for the Enhanced Scrip Dividend
Alternative and assist the Company in meeting its 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 Interim
2021 Dividend. Both the cash Interim 2021 Dividend and the value of Shares issued
pursuant to the Enhanced Scrip Dividend Alternative will be designated as a SIIC
distribution and will contribute to the satisfaction of the Company’s SIIC distribution
requirement.
Expected Timetable of Events
2021
1. Dividend declaration announcement released Thursday, 5 August
2. Scrip reference share price calculation dates Friday, 17 September
– Thursday, 23 September
3. Currency conversion date Thursday, 23 September
4. Currency conversion and scrip reference share price Monday, 27 September
announcement released by 11.00 a.m. (SA time)
5. Date on which shareholders must be recorded on the Friday, 1 October
South Africa (“SA”) Register to receive the Circular
6. Last day to effect removal of Shares between the United Friday, 1 October
Kingdom (“UK”) and SA Registers
7. Posting of the Circular and announcement on Monday, 11 October
Johannesburg Stock Exchange (“JSE”), the London Stock
Exchange (“LSE”) and Euronext Dublin
8. Last day to trade on the JSE to qualify for the dividend Tuesday, 26 October
9. Ex-dividend on the JSE from commencement of trading Wednesday, 27 October
on
10.Last day to trade on the LSE and on Euronext Dublin to Wednesday, 27 October
qualify for the dividend
11.Ex-dividend on the LSE and on Euronext Dublin from the Thursday, 28 October
commencement of trading on
12.Fraction reference price announcement released by Thursday, 28 October
11.00 a.m. (SA time)
13.Record date (applicable to both the UK principal register Friday, 29 October
and the SA branch register)
14.Removal of Shares between the UK and SA registers Monday, 1 November
permissible from
15.Last day to trade in the Company’s Shares in order to be Tuesday, 16 November
recorded as a shareholder ahead of the Voting Record
Date (SA)
16.Last day for receipt of dividend mandates by Central Tuesday, 16 November
Securities Depository Participants (“CSDPs”) and
Enhanced Scrip Dividend Alternative elections by SA
Transfer Secretaries
17.Last date for UK registrar to receive Forms of Election from Wednesday, 17 November
shareholders on the UK register holding certificated Shares
electing to receive the Enhanced Scrip Dividend
Alternative
18.Last date for shareholders on the UK register holding Wednesday, 17 November
uncertificated Shares on CREST to elect to receive the
Enhanced Scrip Dividend Alternative
19.Voting Record Date for the General Meeting (SA) Friday, 19 November
20.Voting Record Date for the General Meeting (UK and Tuesday, 23 November
Republic of Ireland “ROI”)
21.General Meeting 9:00 a.m. (London
time) and 10:00 a.m.
(South African
Standard Time) on
Thursday, 25 November
22. Dividend Payment Date (UK and ROI) Tuesday, 7 December
Expected date of issue, admission and first day of
dealings in the New Shares on the LSE and Euronext Dublin
23.Dividend Payment Date (SA) Tuesday, 7 December
CSDP accounts credited on the SA 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 SA 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 Wednesday, 27 October 2021 to Friday, 29
October 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 the following dates: Wednesday, 27 October 2021 to Friday, 29
October 2021, both dates inclusive.
6. The interim 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. 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.
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. 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.
9. 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.
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 and May 2021 final 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 Thursday, 5 August 2021, being the declaration date of the Interim 2021
Dividend, the Company had a total of 4,203,744,238 ordinary Shares in issue. There
are no Shares held in treasury.
12. The cash element of the Interim 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.
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 Euronext Dublin.
Sponsor: Investec Bank Limited
Date: 05-08-2021 08:02:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
