TIDMHMSO
RNS Number : 9030E
Hammerson PLC
11 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 ("Hammerson" or the "Group" or the "Company")
Interim 2020 Dividend and Enhanced Scrip Dividend
Alternative
11 November 2020
The Board of Hammerson plc announces that it intends to pay
Shareholders an interim dividend of 0.2 pence per share (the
"Interim 2020 Dividend"). As stated in the Prospectus published on
6 August 2020, taking a prudent approach to liquidity and
preservation of capital, the Board intends to offer Shareholders an
enhanced scrip dividend alternative of 2 pence per share (the
"Enhanced Scrip Dividend Alternative").
Shareholders who elect to participate in the Enhanced Scrip
Dividend Alternative will, in respect of 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 will be announced to the London Stock Exchange and to
the JSE on SENS on 17 November 2020.
Shareholders should consider their own individual circumstances
before making an election to receive the Enhanced Scrip Dividend
Alternative, and are recommended to seek their own independent
financial advice. However, given the significant difference in
value between the cash Interim 2020 Dividend and the Enhanced Scrip
Dividend Alternative, the Board considers that for most
Shareholders it will be in their interests to elect to receive the
Enhanced Scrip Dividend Alternative, as each Director intends to do
in respect of his or her own beneficial holdings.
The Enhanced Scrip Dividend Alternative is conditional on the
approval of Shareholders. A circular will today be posted to
Shareholders to convene a General Meeting of the Company to be held
on at 9:00 a.m. (London time) and 11:00 a.m. (South African
Standard Time) on 4 December 2020 to approve amendments to the
Articles of Association of the Company to allow the Directors to
offer Shareholders an enhanced scrip dividend and to approve the
terms of the Enhanced Scrip Dividend Alternative.
The circular also summarises how Shareholders can elect to
receive the Enhanced Scrip Dividend Alternative. The circular,
together with a guide containing the terms and conditions of the
Enhanced Scrip Dividend Alternative (the "Guide"), is also
available on the Company's website,
https://www.hammerson.com/investors/shareholder-information/. The
circular will also be submitted to the Financial Conduct Authority
via the National Storage Mechanism and will be available for
viewing shortly at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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.
The Board retains the discretion to withdraw or modify the terms
of the Enhanced Scrip Dividend Alternative and the Interim 2020
Dividend, because there are certain situations in which the Board
may decide that it is no longer appropriate to pay the Interim 2020
Dividend and to offer the Enhanced Scrip Dividend Alternative, or
it may not be permissible for the Company to do so.
Background to and reasons for the Interim 2020 Dividend and the
Enhanced Scrip Dividend Alternative
As a UK Real Estate Investment Trust ("REIT"), the Company is
obliged to distribute 90% of its tax-exempt income to Shareholders
in the form of a PID each year. If the Company did not satisfy its
PID obligations by the deadline, it could lose its REIT status,
which would cause the Group to be liable to pay UK corporation tax
on UK property income and capital gains.
Additionally, as a French Société d'Investissement Immobilier
Cotée ("SIIC"), the Company is obliged to distribute exempt
property income and capital gains. Failure to satisfy the SIIC
distribution requirement would lead to the Group losing its SIIC
status and cause the Group to be liable to pay corporation tax in
France on its French property income and capital gains (including
the gain on the disposal of Italie Deux).
The Enhanced Scrip Dividend Alternative assists the Company in
meeting its REIT PID and SIIC distribution obligations whilst
retaining cash for future operating and capital expenses. In light
of the ongoing COVID-19 pandemic and its effects on the retail
sector, the Board considers that the Enhanced Scrip Dividend
Alternative is the most prudent way for the Company to seek to meet
its REIT PID and SIIC distribution obligations.
In order to encourage Shareholders to elect for the Enhanced
Scrip Dividend Alternative and assist the Company in meeting its
REIT PID and SIIC distribution obligations, Shareholders electing
to receive the Enhanced Scrip Dividend Alternative will be entitled
to receive New Shares with a significantly greater value than the
cash Interim 2020 Dividend. Both the cash Interim 2020 Dividend and
the value of Shares issued pursuant to the Enhanced Scrip Dividend
Alternative will be designated as a PID and a SIIC distribution and
will contribute to the satisfaction of the Company's REIT PID
obligation and SIIC distribution requirement.
General Meeting Arrangements
In response to the COVID-19 pandemic, the UK Government has
introduced a number of measures in England aimed at controlling the
spread of the virus (the "Measures"). On 26 June 2020, the UK
Government enacted the 2020 Act, which introduces flexible
arrangements to allow UK companies to hold general meetings. The
Board has been closely monitoring the ongoing impact of COVID-19 in
the United Kingdom, and has carefully considered the Measures, the
2020 Act and public health guidance. The Board has therefore
decided to convene the General Meeting electronically in accordance
with the provisions of the 2020 Act. Shareholders should therefore
vote by way of proxy in advance of the General Meeting. To be
valid, the Form of Proxy must be lodged with the Company's
Registrar by not later than 9:00 a.m. (London time) and 11:00 a.m.
(South African Standard Time) on 2 December 2020.
Shareholders who wish to put a question to the Board relating to
the business to be conducted at the General Meeting should email
investorrelations@hammerson.com in advance of the General Meeting
by 9:00 a.m. (London time) on 30 November 2020 and the Company will
endeavour to respond on
https://www.hammerson.com/investors/shareholder-information/general-meeting/
in advance of the proxy voting deadline on 2 December 2020 at 9:00
a.m. (London time) and 11:00 a.m. (South African Standard Time).
Where questions are received after 9:00 a.m. (London time) on 30
November 2020 the Company will respond as soon as practicable.
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
-------------------------------
Latest time and date for receipt of Forms 9:00 a.m. (London time)
of Proxy (UK and South Africa) or 11:00 a.m. (South African
Standard Time) on 2 December
2020
-------------------------------
Voting Record Date for General Meeting 5:30 p.m. (London time)
(UK and South Africa) or 7:30pm (South African
Standard Time) on 2 December
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. Shareholders registered on the South Africa register will be
paid in Rand.
5. 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%.
6. 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.
7. As at 10 November 2020 (being the latest practicable date
prior to publication of this announcement), the Company's issued
share capital consists of 3,831,468,050 shares. The Company does
not hold any shares in treasury. Therefore the total voting rights
in the Company are 3,831,468,050.
The dates above are subject to change. Any changes made will be
communicated as soon as practicably possible. The definitions
referenced in this announcement have the same meaning as given in
the Circular, unless otherwise stated.
The announcement above has also been released on the SENS system
of the Johannesburg Stock Exchange.
For further information contact:
Josh Warren
Head of Investor Relations
Tel: +44 20 7887 1053
josh.warren@hammerson.com
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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