TIDMHMSO
RNS Number : 5004F
Hammerson PLC
17 November 2020
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')
Interim 2020 Dividend and Enhanced Scrip Dividend
Alternative
Currency Conversion and Scrip Reference Share Price
Announcement
17 November 2020
On 11 November 2020, the Company announced its intention to pay
Shareholders an interim dividend of 0.2p per Share (the "Interim
2020 Dividend"), with an enhanced scrip dividend alternative of 2p
per Share (the "Enhanced Scrip Dividend Alternative") . Both the
Interim 2020 Dividend and the Enhanced Scrip Dividend 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 General Meeting to be
held at 9.00 a.m. (London time) and 11.00 a.m. (South African
Standard Time) on 4 December 2020 . The timetable for the payment
of the Interim 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 4 December 2020.
A guide containing the terms and conditions of the Enhanced
Scrip Dividend Alternative is available on the Company's website,
https://www.hammerson.com/investors/shareholder-information/scrip-dividend-scheme/
.
Unless otherwise stated, capitalised terms in this announcement
shall have the meanings given to them in the Circular dated 11
November 2020 in connection with the proposed Interim 2020 Dividend
and Enhanced Scrip Dividend Alternative which can be found at:
https://www.hammerson.com/investors/shareholder-information/general-meeting
.
Scrip Reference Share Price
Shareholders electing to participate in the Enhanced Scrip
Dividend Alternative will, for the Interim 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.
The Scrip Reference Share Price which will be used in
calculating the number of New Shares is 22.94p if you hold your
Shares on the UK Register or 4.6236 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 16 November 2020, less the gross value
of the Interim 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 JSE for the
last five dealing days ending on 16 November 2020, less the gross
value of the Interim 2020 Dividend per Share.
Currency Conversion Rate
The Company confirms that the South African Rand exchange rate
for the Interim 2020 Dividend will be ZAR 20.1916 to GBP 1. The
Interim 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)
Interim 2020 Dividend paid in cash
Gross amount of PID 0.2 4.03832
---------------- --------------------------
Less 20% UK withholding tax/20%
South Africa dividends tax 0.04 0.80766
---------------- --------------------------
Net PID dividend payable* 0.16 3.23066
---------------- --------------------------
Less 5% South Africa Shareholders
excess reclaim n/a 0.20192
---------------- --------------------------
Net PID dividend payable** n/a 3.02874
---------------- --------------------------
Enhanced Scrip Dividend Alternative
Gross amount of PID 2.00 40.38320
---------------- --------------------------
Less 20% UK withholding tax/20%
South Africa dividends tax 0.40 8.07664
---------------- --------------------------
Net PID dividend payable* 1.60 32.30656
---------------- --------------------------
Less 5% South Africa Shareholders
excess reclaim n/a 2.01916
---------------- --------------------------
Net PID dividend payable** n/a 30.28740
---------------- --------------------------
*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
EVENT DATE
Date on which Shareholders must be recorded 6 November 2020
on the South Africa Register to receive
the Circular
-------------------------------
Scrip Reference Share Price calculation 10 November to 16 November
dates (UK and South Africa) 2020 (inclusive)
-------------------------------
Posting of the Circular and announcement 11 November 2020
on SENS (declaration announcement)
-------------------------------
Currency conversion announced on SENS By 11:00 a.m. (South African
(Sterling/Rand) (Finalisation announcement) Standard Time) on 17 November
2020
-------------------------------
Scrip Reference Share Price announcement By 9:00 a.m. (London time)
date and 11:00 a.m. (South
African Standard Time)
on 17 November 2020
-------------------------------
Last day to trade cum dividend (South 17 November 2020
Africa)
-------------------------------
Last day to trade cum dividend (UK) 18 November 2020
-------------------------------
Ex-dividend Date (South Africa) 18 November 2020
-------------------------------
Ex-dividend Date (UK) 19 November 2020
-------------------------------
Dividend Record Date (UK and South Africa) 5:30 p.m. (London time)
or 5:00pm (South African
Standard Time) on 20 November
2020
-------------------------------
General Meeting 9:00 a.m. (London time)
and 11:00 a.m. (South
African Standard Time)
on 4 December 2020
-------------------------------
Last date for Shareholders on the South 12:00 p.m. (South African
Africa Register to elect to receive the Standard Time) on 4 December
Enhanced Scrip Dividend Alternative 2020
-------------------------------
Last date for Link Asset Services to receive 5:00 p.m. (London time)
Forms of Election from Shareholders on on 4 December 2020
the UK Register holding certificated Shares
electing to receive the Enhanced Scrip
Dividend Alternative
-------------------------------
Last date for Shareholders on the UK Register 5:00 p.m. (London time)
holding uncertificated Shares on CREST on 4 December 2020
to elect to receive the Enhanced Scrip
Dividend Alternative
-------------------------------
Dividend Payment Date (UK) 18 December 2020
Expected date of issue, admission and
first day of dealings in the New Shares
on the London Stock Exchange
-------------------------------
Dividend Payment Date (South Africa) 18 December 2020
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 18 November 2020 and
the close of business on 20 November 2020, 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 18 November 2020 to 20 November 2020, both dates
inclusive.
3. The Interim 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 Interim 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.
Registered Office UK Registrars SA Transfer Secretaries
Kings Place Link Asset Services Computershare Investor
90 York Way The Registry Services Proprietary Limited
London 34 Beckenham Road (Registration number
N1 9GE Beckenham 2004/003647/07)
United Kingdom Kent 1st Floor, Rosebank Towers
BR3 4TU 15 Biermann Avenue,
United Kingdom 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
The announcement above has also been released on the SENS system
of the Johannesburg Stock Exchange.
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 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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END
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