Cash Fractions for the Enhanced Scrip Dividend
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 2022 Dividend and Enhanced Scrip Dividend Alternative
Cash Fraction Applicable to the Enhanced Scrip Dividend Alternative
6 October 2022
Further to the announcements released on 28 July 2022, 27 September 2022, and 28 September 2022, 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 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 2022 Dividend.
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 you have made an election 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 residual entitlement which is less than the price of one New Share will be paid to you 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, 5 October 2022 (being the date on which the Shares began trading on the JSE ex the cash dividend or Enhanced Scrip Dividend Alternative) of 385.00 ZAR cents, discounted by 10% ("South Africa Fractional Reference Price"). Shareholders are accordingly advised that the South Africa Fractional Reference Price is 346.50 ZAR cents (385.00 ZAR cents discounted by 10%).
South African Taxation
The cash fractional payment is regarded as a dividend for South African tax purposes and will be subject to 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, therefore the net fractional rate will be 277.20 ZAR cents. 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.
A summary of how UK Shareholders and South Africa Shareholders are likely to be treated for tax purposes is set out in Section 2 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/dividend/scrip-dividend.
Unless otherwise stated, capitalised terms in this announcement shall have the meanings given to them in the Circular dated Wednesday, 28 September 2022 in connection with (amongst other things) the proposed Interim 2022 Dividend and Enhanced Scrip Dividend Alternative which can be found at: https://www.hammerson.com/investors/dividend/scrip-dividend.
SA Transfer Secretaries
90 York Way
29 Wellington Street
Services Proprietary Limited
1st Floor, Rosebank Towers
15 Biermann Avenue,
(Private Bag, X9000, Saxonwold 2132 South Africa)
For further information contact:
Director of Strategy and Investor Relations
Tel: +44 20 7887 1053
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.
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.