22nd Mar 2022 09:00
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')
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 (GBP pence) | South African Shareholders (ZAR cents) |
Final 2021 Dividend paid in cash | ||
Gross amount of PID | 0.2 | 3.94120 |
Less 20% UK withholding tax/20% South African dividends tax | 0.04 | 0.78824 |
Net PID dividend payable* | 0.16 | 3.15296 |
Less 5% South African Shareholders excess reclaim | n/a | 0.19706 |
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 excess reclaim | n/a | 1.97060
|
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 South Africa Register to receive the Circular | Friday, 18 March |
4. Currency conversion date | Friday, 18 March |
5. Currency conversion and scrip reference share price announcement released by 11.00 a.m. (SA time) | Tuesday, 22 March |
6. Posting of the Circular and announcement on SENS | Wednesday, 23 March |
7. Last day to effect removal of shares between the United Kingdom ("UK") and South African ("SA") Registers | Tuesday, 29 March |
8. Last day to trade on the Johannesburg Stock Exchange ("JSE") to qualify for the dividend | Tuesday, 29 March |
9. Ex-dividend on the JSE from commencement of trading on | Wednesday, 30 March |
10. Last day to trade on the London Stock Exchange and on Euronext Dublin to qualify for the dividend | Wednesday, 30 March |
11. Ex-dividend on the London Stock Exchange and on Euronext Dublin from the commencement of trading on | Thursday, 31 March |
12. Fraction reference price announcement released by 11.00 a.m. (SA time) | Thursday, 31 March |
13. Record date (applicable to both the UK principal register and the SA branch register) | Friday, 1 April |
14. Removal of shares between the UK and SA registers permissible from | Monday, 4 April |
15. Last day for receipt of dividend mandates by Central Securities Depository Participants ("CSDPs") and enhanced scrip dividend elections by SA Transfer Secretaries | Tuesday, 19 April |
16. Last date for UK registrar to receive Forms of Election from shareholders on the UK register holding certificated shares electing to receive the enhanced scrip dividend | Tuesday, 19 April |
17. Last date for shareholders on the UK register holding uncertificated shares on CREST to elect to receive the enhanced scrip dividend | Tuesday, 19 April |
18. Last day to trade in the Company's shares in order to be recorded as a shareholder ahead of the Voting Record Date (SA) | Thursday, 21 April |
19. Voting Record Date for the Annual General Meeting (SA) | Tuesday, 26 April |
20. Voting Record Date for the Annual General Meeting (UK and ROI) | Tuesday, 26 April |
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) Expected date of issue, admission and first day of dealings in the New Shares on the London Stock Exchange and Euronext Dublin | Tuesday, 10 May |
23. Dividend Payment Date (South Africa) 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 | Tuesday, 10 May |
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 90 York Way London N1 9GE United Kingdom | Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL
| Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) 1st Floor, Rosebank Towers 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
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.
Related Shares:
Hammerson