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Scrip Reference Share Price, Scrip Ratio and Currency Conversion Announcement

Published: 2022-09-27 11:30:51 ET
<<<  go to JSE:HMN company page
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE and Euronext Dublin share code: HMSO        JSE share code: HMN
ISIN: GB00BK7YQK64
(“Hammerson” or “the Company”)


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

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     South African Shareholders

                                                      (GBP pence)                     (ZAR cents)

Interim 2022 Dividend paid in cash

Gross amount of dividend                                        0.2                       3.89750

Less 20% South African dividends tax                            n/a                       0.77950
(where applicable)

Net dividend payable                                            0.2                       3.11800

Enhanced Scrip Dividend Alternative
Gross amount of Enhanced Scrip                            2.00                   38.97500
Dividend Alternative

Less 20% South Africa dividends tax                       n/a                         n/a

Net Enhanced Scrip          Dividend                      2.00                   38.97500
Alternative payable

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           Friday, 23 September
    South Africa Register to receive the Circular
 4. Currency conversion date                                              Monday, 26
                                                                           September
 5. Currency conversion and scrip reference share price                   Tuesday, 27
     announcement released by 10.00 a.m. (UK Time) / 11.00                 September
     a.m. (SA time)
 6. Posting of the Circular and announcement on the                   Wednesday, 28
     Johannesburg Stock Exchange (“JSE”), the London Stock               September
     Exchange (“LSE”) and Euronext Dublin
 7. Last day to effect transfer of shares between the United      Tuesday, 4 October
     Kingdom (“UK”) and South African (“SA”) Registers
 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                Wednesday, 5
     on                                                                      October
 10. Last day to trade on the LSE and on Euronext Dublin to            Wednesday, 5
     qualify for the dividend                                                October
 11. Fraction reference price announcement released by           Thursday, 6 October
     10.00 a.m. (UK time) / 11.00 a.m. (SA time)
 12. Ex-dividend on the LSE and on Euronext Dublin from the      Thursday, 6 October
     commencement of trading on
 13. Record date (applicable to both the UK principal register      Friday, 7 October
     and the SA branch register)
 14. Transfer of shares between the UK and SA registers          Monday, 10 October
     permissible from
 15. Last day to trade in the Company’s shares in order to be    Tuesday, 18 October
     recorded as a shareholder ahead of the Voting Record
     Date (SA)
 16. Last day to trade in the Company’s shares in order to be            Wednesday, 19
     recorded as a shareholder ahead of the Voting Record                     October
     Date (UK and Republic of Ireland (“ROI”))
 17. Last day for receipt of dividend mandates by Central             Friday, 21 October
     Securities Depository Participants (“CSDPs”) and
     enhanced scrip dividend elections by SA Transfer
     Secretaries
 18. Last date for UK registrar to receive Forms of Election from     Friday, 21 October
     shareholders on the UK register holding certificated shares
     electing to receive the enhanced scrip dividend
 19. Last date for shareholders on the UK register holding            Friday, 21 October
     uncertificated shares on CREST to elect to receive the
     enhanced scrip dividend
 20. Voting Record Date for the General Meeting (SA)                  Friday, 21 October
 21. Voting Record Date for the General Meeting (UK and               Friday, 21 October
     Republic of Ireland (“ROI”)
 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)                                       Thursday, 3
     Expected date of issue, admission and first day of                       November
     dealings in the New Shares on the LSE and Euronext Dublin
 24. Dividend Payment Date (SA)                                              Thursday, 3
     CSDP accounts credited on the South Africa Register                     November
     Expected date of issue, admission and first day of
     dealings in the New Shares on the JSE


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           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
Director of Strategy and Investor Relations
Tel: +44 20 7887 1053
josh.warren@hammerson.com

Hammerson has its primary listing on the London Stock Exchange and secondary inward
listings on the Johannesburg Stock Exchange and Euronext Dublin.

Sponsor: Investec Bank Limited

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.