Hammerson PLC Scrip Reference Price & Scrip Ratios - Replacement (3682T)

TIDMHMSO

RNS Number : 3682T

Hammerson PLC

24 March 2021

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.

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% 
  South Africa dividends tax                     0.04                     0.81683 
                                     ----------------  -------------------------- 
 Net PID dividend payable*                       0.16                     3.26731 
                                     ----------------  -------------------------- 
 Less 5% South Africa Shareholders 
  excess reclaim                                  n/a                     0.20421 
                                     ----------------  -------------------------- 
 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% 
  South Africa dividends tax                     0.40                     8.16828 
                                     ----------------  -------------------------- 
 Net PID dividend payable*                       1.60                    32.67312 
                                     ----------------  -------------------------- 
 Less 5% South Africa Shareholders 
  excess reclaim                                  n/a                     2.04207 
                                     ----------------  -------------------------- 
 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              Friday, 19 March 
  on the South Africa Register to receive the 
  Circular 
                                                        --------------------- 
 3. Last day to effect removal of shares between             Friday, 19 March 
  the United Kingdom ("UK") and South African 
  ("SA") Registers 
                                                        --------------------- 
 4. Currency conversion date                                 Friday, 19 March 
                                                        --------------------- 
 5. Scrip reference share price calculation                  Monday, 15 March 
  dates                                                    - Friday, 19 March 
                                                        --------------------- 
 6. Currency conversion and scrip reference                 Tuesday, 23 March 
  share price announcement released by 11.00 
  a.m. (SA time) 
                                                        --------------------- 
 7. Posting of the Circular and announcement                 Monday, 29 March 
  on SENS 
                                                        --------------------- 
 8. Last day to trade on the Johannesburg Stock             Tuesday, 30 March 
  Exchange ("JSE") to qualify for the dividend 
                                                        --------------------- 
 9. Ex-dividend on the JSE from commencement              Wednesday, 31 March 
  of trading on 
                                                        --------------------- 
 10. Last day to trade on the London Stock Exchange       Wednesday, 31 March 
  and on Euronext Dublin to qualify for the dividend 
                                                        --------------------- 
 11. Ex-dividend on the London Stock Exchange               Thursday, 1 April 
  and on Euronext Dublin from the commencement 
  of trading on 

                                                        --------------------- 
 12. Fraction reference price announcement released         Thursday, 1 April 
  by 11.00 a.m. (SA time) 
                                                        --------------------- 
 13. Record date (applicable to both the UK                  Tuesday, 6 April 
  principal register and the SA branch register) 
                                                        --------------------- 
 14. Removal of shares between the UK and SA               Wednesday, 7 April 
  registers permissible from 
                                                        --------------------- 
 15. Last day to trade in the Company's shares              Tuesday, 20 April 
  in order to be recorded as a shareholder ahead 
  of the Voting Record Date (SA) 
                                                        --------------------- 
 16. Last day for receipt of dividend mandates              Tuesday, 20 April 
  by Central Securities Depository Participants 
  ("CSDPs") and enhanced scrip dividend elections 
  by SA Transfer Secretaries 
                                                        --------------------- 
 17. Last date for UK registrar to receive Forms            Tuesday, 20 April 
  of Election from shareholders on the UK register 
  holding certificated shares electing to receive 
  the enhanced scrip dividend 
                                                        --------------------- 
 18. Last date for shareholders on the UK register          Tuesday, 20 April 
  holding uncertificated shares on CREST to elect 
  to receive the enhanced scrip dividend 
                                                        --------------------- 
 19. Voting Record Date for the Annual General              Tuesday, 27 April 
  Meeting (SA) 
                                                        --------------------- 
 20. Voting Record Date for the Annual General             Thursday, 29 April 
  Meeting (UK 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: [phone]

[e-mail]

The announcement above has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.

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.

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March 24, 2021 09:15 ET (13:15 GMT)