Hammerson Regulatory News (HMSO)

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

27 September 2021

On 5 August 2021, the Company announced its intention to pay Shareholders an interim dividend of 0.2p per ordinary share ("Share") (the "Interim 2021 Dividend"), with an enhanced scrip dividend alternative of 2p per Share (the "Enhanced Scrip Dividend Alternative"). Both the Interim 2021 Dividend and the Enhanced Scrip Dividend Alternative will be paid as an ordinary dividend, i.e. the Interim 2021 Dividend and the Enhanced Scrip Dividend Alternative will not be paid as a Property Income Distribution ("PID").

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 11.00 a.m. (South African Standard Time) on Thursday, 25 November 2021. The timetable for the payment of the Interim 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 Friday, 12 November 2021. Shareholders who not elect to participate in the Enhanced Scrip Dividend Alternative by the deadline will receive a cash dividend in respect of the Interim 2021 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, from Monday, 11 October 2021.

Scrip Reference Share Price

Shareholders electing to participate in the Enhanced Scrip Dividend Alternative will, for 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 (being Friday, 29 October 2021).

The Scrip Reference Share Price which will be used in calculating the number of New Shares is 32.85 pence (Sterling) if you hold your Shares on the UK Register or R661.78 (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 last five dealing days ending on Thursday, 23 September 2021, less the gross value of the Interim 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 Johannesburg Stock Exchange for the last five dealing days ending on Thursday, 23 September 2021, less the gross value of the Interim 2021 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: 6.088280061 New Shares for every 100 Shares held

Shareholders on the South Africa Register: 6.080933241 New Shares for every 100 Shares held

Shareholders are reminded that the Interim 2021 Dividend will not be paid as a PID and therefore no withholding tax will be applied to the Enhanced Srip Dividend Alternative, as was previously the case for the Interim 2020 Dividend and the Final 2020 Dividend.

Currency Conversion Rate

The Company confirms that the South African Rand exchange rate for the Interim 2021 Dividend will be ZAR 20.1212 to GBP 1. The Interim 2021 Dividend and Enhanced Scrip Dividend Alternative are payable in South African Rand to South Africa Shareholders. Shareholders will be paid as follows:

Expected Timetable of Events

Notes:

1. Transfers of Shares between the UK Register and the South Africa Register will not be permitted between Wednesday, 27 October and the close of business on Friday, 29 October 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, 27 October and the close of business on Friday, 29 October 2021, both dates inclusive. 

3. 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.

4. 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 and therefore such shares will have no capital gains base cost, meaning that the value of the new shares received may be subject to capital gains tax on their eventual sale. 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.

5. 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 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 Final 2020 Dividend paid in May 2021) 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.

For further information contact:

Josh Warren

Director of Strategy and 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 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.

Although the information in this announcement is believed to be correct at the time of publication, the decision whether to elect to receive the Enhanced Scrip Dividend Alternative is the sole responsibility of each Shareholder. The information contained in this announcement is not a complete analysis of all potential tax consequences arising from the payment of a dividend.

A Shareholder's tax position will depend upon their personal circumstances. Shareholders are advised to consult their professional advisors regarding the tax consequences of the cash Interim 2021 Dividend and the Enhanced Scrip Dividend Alternative should they be in any doubt as to the appropriate action to take.

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, you should consult an appropriate professional adviser before taking any action.

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.