Cash Fractions for the Enhanced Scrip Dividend

RNS Number : 5829Q

Hammerson PLC

28 October 2021

 

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 2021 Dividend and Enhanced Scrip Dividend Alternative

Cash Fraction Applicable to the Enhanced Scrip Dividend Alternative

28 October 2021

Further to the announcements released on 5 August 2021, 27 September 2021 and 11 October 2021, Shareholders are further advised of the below.

Fractions applicable to the Enhanced Scrip Dividend Alternative:

Shareholders on the UK Register

No fraction of a New Share will be issued to Shareholders on the UK Register. Entitlements to New Shares of Shareholders on the UK Register who elect for the Enhanced Scrip Dividend Alternative will be rounded down to the nearest whole number of New Shares. Entitlements to fractions of New Shares will be paid to Shareholders who elect for the Enhanced Scrip Dividend Alternative in cash on the Dividend Payment Date based on the value of the Enhanced Scrip Dividend Alternative. Such entitlements will be paid in the same way as the cash dividends are paid for the Interim 2021 Dividend and will be taxed accordingly.

Shareholders on the South Africa Register

No fraction of a New Share will be issued to Shareholders on the South Africa Register.

Shareholders on the South Africa Register cannot accumulate residual entitlements or receive a fraction of a New Share. Where an election has been made to participate in the Enhanced Scrip Dividend Alternative, which would otherwise give rise to an entitlement to a fraction of a New Share, the number of New Shares to be received will be rounded down to the nearest whole number of New Shares and any entitlement to fractions will be paid in cash in Rand.

The cash fractional payment for Shareholders on the South Africa Register is to be determined with reference to the volume weighted traded price on the Johannesburg Stock Exchange ("JSE") on Wednesday, 27 October 2021 (being the date on which the Shares are quoted "ex-dividend" on the JSE) of 6.38 Rand, discounted by 10% ("South AfricaFractional Reference Price"). Shareholders are accordingly advised that the South Africa Fractional Reference Price is 5.742 Rand (6.38 Rand discounted by 10%). The cash fractional payments will constitute a foreign dividend for South African tax purposes and will be subject to South African dividends tax 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, the net fractional rate will be R4.59360 (459.36000 cents). 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. Shareholders are advised to seek their own tax advice from an independent tax adviser should they be in any doubt as to the tax treatment for them of any cash fractional payment.

South African Taxation

When the Company offers a scrip dividend alternative as a non-PID, the tax position is as follows:

In accordance with South African tax law, a foreign dividend is defined as a dividend paid or payable by a non-South Africa tax resident company where the amount is treated as a dividend in terms of the tax or corporate law of the country in which the foreign company is tax resident. However, a foreign dividend does not include any amount so paid or payable by the foreign company that constitutes a share in that company.

Accordingly, to the extent that the Company issues New Shares to Shareholders who elect to receive the Enhanced Scrip Dividend Alternative, no dividend will arise for South African tax purposes and no income tax or dividends tax consequences will arise in South Africa.

Securities transfer tax will not be payable in respect of the issue of New Shares to South African Shareholders.

The New Shares received by a South Africa resident Shareholder instead of a cash dividend from the Company will have no capital gains base cost, meaning that the value of the Shares received may be subject to capital gains tax on their eventual sale.

A summary of how UK Shareholders and South Africa Shareholders are likely to be treated for tax purposes if they elect to receive New Shares instead of a cash dividend is set out in Section 2 on pages 13 to 16 of the Guide   containing the terms and conditions of the Enhanced Scrip Dividend Alternative, which is available on the Company's website, https://www.hammerson.com/investors . Shareholders are advised to seek their own tax advice from an independent tax adviser should they be in any doubt as to the tax treatment for them of any cash fractional payment.

Unless otherwise stated, capitalised terms in this announcement shall have the meanings given to them in the Circular dated 11 October 2021 in connection with the proposed Interim 2021 Dividend and Enhanced Scrip Dividend Alternative which can be found at: https://www.hammerson.com/investors .

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: [phone]

[e-mail]

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.

 

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