Hammerson : Dividend Declaration
HMSO.L
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")
Dividend Declaration
Dividend No. 141
The Board of Directors of the Company has proposed a final dividend of 0.2 pence per ordinary share ("Share") for the period ended 31 December 2021 (the "Final 2021 Dividend"). The Board also intends to offer Shareholders an Enhanced Scrip Dividend Alternative of 2 pence per share (the "Enhanced Scrip Dividend Alternative"). 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 ("PID"), 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 (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 (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 the Company to do so.
Background to and reasons for the Final 2021 Dividend and 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 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
Friday, 18 March
South Africa Register to receive the Circular
4.
Currency conversion date
Friday, 18 March
5.
Currency conversion and scrip reference share price
Tuesday, 22 March
announcement released by 11.00 a.m. (SA time)
6.
Posting of the Circular and announcement on SENS
Wednesday, 23
March
7.
Last day to effect removal of shares between the United
Tuesday, 29 March
Kingdom ("UK") and South African ("SA") Registers
8.
Last day to trade on the Johannesburg Stock Exchange
Tuesday, 29 March
("JSE") to qualify for the dividend
9.
Ex-dividend on the JSE from commencement of trading
Wednesday, 30
on
March
10. Last day to trade on the London Stock Exchange and on
Wednesday, 30
Euronext Dublin to qualify for the dividend
March
11. Ex-dividend on the London Stock Exchange and on
Thursday, 31 March
Euronext Dublin from the commencement of trading on
12. Fraction reference price announcement released by
Thursday, 31 March
11.00 a.m. (SA time)
13.
Record date (applicable to both the UK principal register
Friday, 1 April
and the SA branch register)
14. Removal of shares between the UK and SA registers
Monday, 4 April
permissible from
15. Last day for receipt of dividend mandates by Central
Tuesday, 19 April
Securities Depository Participants ("CSDPs") and
enhanced scrip dividend elections by SA Transfer
Secretaries
16. Last date for UK registrar to receive Forms of Election from
Tuesday, 19 April
shareholders on the UK register holding certificated shares
electing to receive the enhanced scrip dividend
17.
Last date for shareholders on the UK register holding
Tuesday, 19 April
uncertificated shares on CREST to elect to receive the
enhanced scrip dividend
18.
Last day to trade in the Company's shares in order to be
Thursday, 21 April
recorded as a shareholder ahead of the Voting Record
Date (SA)
19. Voting Record Date for the Annual General Meeting (SA)
Tuesday, 26 April
20. Voting Record Date for the Annual General Meeting (UK
Tuesday, 26 April
and ROI)
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)
Tuesday, 10 May
Expected date of issue, admission and first day of dealings in the New Shares on the London Stock Exchange and Euronext Dublin
23. Dividend Payment Date (South Africa)Tuesday, 10 May 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:
For further information contact:
Richard Crowle
Assistant Company Secretary
Tel: +44 (0)20 7887 1000
Hammerson has its primary listing on the London Stock Exchange and secondary inward listings on the Johannesburg Stock Exchange and Euronext Dublin.
4 March 2022
Sponsor: Investec Bank Limited
Disclaimer
Hammerson plc published this content on 04 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2022 07:25:06 UTC.