Last checked at 27 Sep 2022 09:30
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 2022
On 28 July 2022, the Company announced its intention to pay Shareholders an interim dividend of 0.2p per ordinary share ("Share") (the "Interim 2022 Dividend"), with an enhanced scrip dividend alternative of 2p per Share (the "Enhanced Scrip Dividend Alternative"). Both the Interim 2022 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.
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 10.00 a.m. (South African Standard Time) on Tuesday, 25 October 2022. The expected timetable for the payment of the Interim 2022 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, 21 October 2022. Shareholders who do not elect to participate in the Enhanced Scrip Dividend Alternative by the deadline will receive a cash dividend in respect of the Interim 2022 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/dividend/scrip-dividend, from Wednesday, 28 September 2022.
Scrip Reference Share Price
Shareholders electing to participate in the Enhanced Scrip Dividend Alternative will, for the Interim 2022 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, 7 October 2022).
The Scrip Reference Share Price which will be used in calculating the number of New Shares is 19.92 pence (Sterling) if you hold your Shares on the UK Register or 412.10 (ZAR 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 Monday, 26 September 2022, less the gross value of the Interim 2022 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 Monday, 26 September 2022, less the gross value of the Interim 2022 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: 10.04016 New Shares for every 100 Shares held
Shareholders on the South Africa Register: 9.45766 New Shares for every 100 Shares held
Shareholders are reminded that the Interim 2022 Dividend will not be paid as a PID and therefore no withholding tax will be applied to the Enhanced Scrip Dividend Alternative, as was previously the case for the Final 2021 Dividend.
Currency Conversion Rate
The Company confirms that the South African Rand exchange rate for the Interim 2022 Dividend will be ZAR 19.4875 to GBP 1. The Interim 2022 Dividend and Enhanced Scrip Dividend Alternative are payable in South African Rand to South Africa Shareholders. Shareholders will be paid as follows:
| UK Shareholders (GBP pence) | South African Shareholders (ZAR cents) |
Interim 2022 Dividend paid in cash | ||
Gross amount of dividend | 0.2 | 3.89750 |
Less 20% South African dividends tax (where applicable) | n/a | 0.77950 |
Net dividend payable | 0.2 | 3.11800 |
Enhanced Scrip Dividend Alternative | ||
Gross amount of Enhanced Scrip Dividend Alternative | 2.00 | 38.97500 |
Less 20% South Africa dividends tax | n/a | n/a |
Net Enhanced Scrip Dividend Alternative payable | 2.00 | 38.97500 |
Expected Timetable of Events
2022 | |
1. Dividend declaration announcement released | Thursday, 28 July |
2. Scrip reference share price calculation dates | Tuesday, 20 September - Monday, 26 September |
3. Date on which Shareholders must be recorded on the South Africa Register to receive the Circular | Friday, 23 September |
4. Currency conversion date | Monday, 26 September |
5. Currency conversion and scrip reference share price announcement released by 10.00 a.m. (UK Time) / 11.00 a.m. (SA time) | Tuesday, 27 September |
6. Posting of the Circular and announcement on the Johannesburg Stock Exchange ("JSE"), the London Stock Exchange ("LSE") and Euronext Dublin | Wednesday, 28 September |
7. Last day to effect transfer of shares between the United Kingdom ("UK") and South African ("SA") Registers | Tuesday, 4 October |
8. Last day to trade on the JSE to qualify for the dividend | Tuesday, 4 October |
9. Ex-dividend on the JSE from commencement of trading on | Wednesday, 5 October |
10. Last day to trade on the LSE and on Euronext Dublin to qualify for the dividend | Wednesday, 5 October |
11. Fraction reference price announcement released by 10.00 a.m. (UK time) / 11.00 a.m. (SA time) | Thursday, 6 October |
12. Ex-dividend on the LSE and on Euronext Dublin from the commencement of trading on | Thursday, 6 October |
13. Record date (applicable to both the UK principal register and the SA branch register) | Friday, 7 October |
14. Transfer of shares between the UK and SA registers permissible from | Monday, 10 October |
15. Last day to trade in the Company's shares in order to be recorded as a shareholder ahead of the Voting Record Date (SA) | Tuesday, 18 October |
16. Last day to trade in the Company's shares in order to be recorded as a shareholder ahead of the Voting Record Date (UK and Republic of Ireland ("ROI")) | Wednesday, 19 October |
17. Last day for receipt of dividend mandates by Central Securities Depository Participants ("CSDPs") and enhanced scrip dividend elections by SA Transfer Secretaries | Friday, 21 October |
18. 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 | Friday, 21 October |
19. Last date for shareholders on the UK register holding uncertificated shares on CREST to elect to receive the enhanced scrip dividend | Friday, 21 October |
20. Voting Record Date for the General Meeting (SA) | Friday, 21 October |
21. Voting Record Date for the General Meeting (UK and Republic of Ireland ("ROI") | Friday, 21 October |
22. General Meeting | 9:00 a.m. (UK time) and 10:00 a.m. (SA Time) on Tuesday, 25 October |
23. Dividend Payment Date (UK and ROI) Expected date of issue, admission and first day of dealings in the New Shares on the LSE and Euronext Dublin | Thursday, 3 November |
24. Dividend Payment Date (SA) 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 | Thursday, 3 November |
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 transfer of shares to and from the UK principal register and the SA branch register will not be permitted between Wednesday, 5 October 2022 to Friday, 7 October 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, 5 October 2022 and the close of business on Friday, 7 October 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, 28 September 2022. The effect on a Shareholder's tax position of electing to receive New Shares instead of cash in respect of the Interim 2022 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 Interim 2022 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 final 2021 dividend paid in May 2022) 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 Interim 2022 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
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.
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.