# Hammerson declares a final dividend of 0.2p per ordinary share

- Link: https://www.directorstalkinterviews.com/hammerson-declares-a-final-dividend-of-0.2p-per-ordinary-share/4121055559
- Published: 2022-03-04T07:17:01+00:00
- Author: Amilia Stone

**Hammerson plc** (LON:HMSO) has proposed a final dividend of 0.2 pence per ordinary
share for the period ended 31 December 2021. The Board also intends to offer Shareholders
an Enhanced Scrip Dividend Alternative of 2 pence per share. Both the Final 2021
Dividend and the Enhanced Scrip Dividend Alternative are subject to Shareholder 
approval at the Company’s AGM to be held at 11.00 a.m. (British Summer Time) on 
Thursday, 28 April 2022, the details of which will be announced in due course.

Both the Final 2021 Dividend and the Enhanced Scrip Dividend Alternative will be
paid as a Property Income Distribution, net of withholding tax where appropriate.

Shareholders who elect to participate in the Enhanced Scrip Dividend Alternative
will, in respect of the Final 2021 Dividend, receive such number of new fully paid
shares as is equal to 2 pence divided by the scrip reference share price, for each
Share held on the dividend record date (1 April 2022). The scrip reference share
price will be announced to the London Stock Exchange, Euronext Dublin and to the
JSE on SENS on Tuesday, 22 March 2022.

Further details of the Enhanced Scrip Dividend Alternative, including how shareholders
can elect to participate, will be circulated to shareholders on Wednesday, 23 March
2022. 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 Final 2021 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 expected timetable for the payment of the Final 2021 Dividend and the Enhanced
Scrip Dividend Alternative is set out at the end of this announcement.

It is the responsibility of any overseas shareholder wishing to elect to receive
the Enhanced Scrip Dividend Alternative to be satisfied as to the full observance
of the laws of the relevant territory without any further obligation on the part
of the Company, including obtaining any government or other consents which may be
required, observing any other formalities in such territories and any resale restrictions
which may apply to the New Shares.

The Board retains the discretion to withdraw or modify the terms of the Enhanced
Scrip Dividend Alternative at any time, and to withdraw or modify the Final 2021
Dividend at any time up to the time at which the resolution approving the Final 
2021 Dividend is put to shareholders at the AGM, because there are certain situations
in which the Board may decide that it is no longer appropriate to pay the Final 
2021 Dividend and to offer the Enhanced Scrip Dividend Alternative, or it may not
be permissible for Hammerson to do so.

**Background to and reasons for the Final 2021 Dividend and Enhanced Scrip Dividend
Alternative**

As a UK Real Estate Investment Trust, 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, 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 
Final 2021 Dividend. Both the cash Final 2021 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

**Expected Timetable of Events**

|  | 2022 | 
| 1.   Dividend declaration announcement released | Friday, 4 March | 
| 2.   Scrip reference share price calculation dates | Monday, 14 March – Friday, 18 March | 
| 3.   Date on which Shareholders must be recorded on the South Africa Register to receive the Circular | Friday, 18 March | 
| 4.   Currency conversion date | Friday, 18 March | 
| 5.   Currency conversion and scrip reference share price announcement released by 11.00 a.m. (SA time) | Tuesday, 22 March | 
| 6.   Posting of the Circular and announcement on SENS | Wednesday, 23 March | 
| 7.   Last day to effect removal of shares between the United Kingdom (“**UK**“) and South African (“**SA**“) Registers | Tuesday, 29 March | 
| 8.   Last day to trade on the Johannesburg Stock Exchange (“**JSE**“) to qualify for the dividend | Tuesday, 29 March | 
| 9.   Ex-dividend on the JSE from commencement of trading on | Wednesday, 30 March | 
| 10. Last day to trade on the London Stock Exchange and on Euronext Dublin to qualify for the dividend | Wednesday, 30 March | 
| 11. Ex-dividend on the London Stock Exchange and on Euronext Dublin from the commencement of trading on | Thursday, 31 March | 
| 12. Fraction reference price announcement released by 11.00 a.m. (SA time) | Thursday, 31 March | 
| 13. Record date (applicable to both the UK principal register and the SA branch register) | Friday, 1 April | 
| 14. Removal of shares between the UK and SA registers permissible from | Monday, 4 April | 
| 15. Last day for receipt of dividend mandates by Central Securities Depository Participants (“**CSDPs**“) and enhanced scrip dividend elections by SA Transfer Secretaries | Tuesday, 19 April | 
| 16. 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 | Tuesday, 19 April | 
| 17. Last date for shareholders on the UK register holding uncertificated shares on CREST to elect to receive the enhanced scrip dividend | Tuesday, 19 April | 
| 18. Last day to trade in the Company’s shares in order to be recorded as a shareholder ahead of the Voting Record Date (SA) | Thursday, 21 April | 
| 19. Voting Record Date for the Annual General Meeting (SA) | Tuesday, 26 April | 
| 20. Voting Record Date for the Annual General Meeting (UK and ROI) | Tuesday, 26 April | 
| 21. Annual General Meeting | 11:00 a.m. (London time) and 12:00 p.m. (South African Standard Time) on Thursday, 28 April | 
| 22. Dividend Payment Date (UK and ROI)Expected date of issue, admission and first day of dealings in the New Shares on the London Stock Exchange and Euronext Dublin | Tuesday, 10 May | 
| 23. Dividend Payment Date (South Africa)CSDP accounts credited on the South Africa RegisterExpected date of issue, admission and first day of dealings in the New Shares on the JSE | Tuesday, 10 May |

**Notes:**

1.   The scrip share reference price is calculated by taking the average of the 
middle market quotations for Shares on the LSE (for shareholders on the UK register)
or the JSE (for shareholders on the SA register) for the last five dealing days 
ending on the Currency Conversion Date less the gross value of the cash Dividend
per Share.

2.   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.

3.   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%.

4.   The removal of shares to and from the UK principal register and the SA branch
register will not be permitted between Wednesday, 30 March 2022 to Friday, 1 April
2022, both dates inclusive.

5.   Shareholders registered on the SA branch register should note that, in accordance
with the requirements of Strate, no dematerialisation or rematerialisation of shares
will be possible from Wednesday, 30 March 2022 to Friday, 1 April 2022, both dates
inclusive.

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

7.   Shareholders registered on the SA branch register will be paid in SA Rand.

8.   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 is expected
to be made available to Shareholders on Wednesday, 23 March 2022. The effect on 
a Shareholder’s tax position of electing to receive New Shares instead of cash in
respect of the Final 2021 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.

9.   As the Company is offering the Enhanced Scrip Dividend Alternative for the 
Final 2021 Dividend, it intends to suspend the Dividend Reinvestment Plan. 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.

10. Please note that all previously completed forms of election or other forms of
instruction in respect of earlier scrip dividend schemes (including the December
2021 interim dividend) 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.

11. As at Friday, 4 March 2021, being the declaration date of the Final 2021 Dividend,
the Company had a total of 4,419,457,161 ordinary shares in issue, with 7,691,247
of those ordinary shares held in Treasury.  

12. The cash element of the Final 2021 Dividend will be paid out of Hammerson’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.

13. The dates above are subject to change. Any changes made will be communicated
as soon as practicably possible.

Share on:
