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HAMMERSON PLC - Interim 2020 Dividend and Enhanced Scrip Dividend Alternative

Release Date: 11/11/2020 09:00
Code(s): HMN     PDF:  
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Interim 2020 Dividend and Enhanced Scrip Dividend Alternative

Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE share code: HMSO JSE share code: HMN
ISIN: GB00BK7YQK64
(“Hammerson” or “the Company”)


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 on the South             6 November 2020
Africa Register to receive the Circular
Scrip Reference Share Price calculation dates (UK and South          10 November to 16 November 2020
Africa)                                                              (inclusive)


Posting of the Circular and announcement on SENS (declaration        11 November 2020
announcement)

Currency conversion announced on SENS (Sterling/Rand)                By 11:00 a.m. (South African
(Finalisation announcement)                                          Standard Time) on 17 November
                                                                     2020

Scrip Reference Share Price announcement date                        By 9:00 a.m. (London time) and 11:00
                                                                     a.m. (South African Standard Time)
                                                                     on 17 November 2020

Last day to trade cum dividend (South Africa)                        17 November 2020

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 of Proxy (UK and South     9:00 a.m. (London time) or 11:00 a.m.
Africa)                                                              (South African Standard Time) on 2
                                                                     December 2020

Voting Record Date for General Meeting (UK and South Africa)         5:30 p.m. (London time) 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 Africa Register to elect     12:00 p.m. (South African Standard
to receive the Enhanced Scrip Dividend Alternative                   Time) on 4 December 2020

Last date for Link Asset Services to receive Forms of Election       5:00 p.m. (London time) on 4
from Shareholders on the UK Register holding certificated Shares     December 2020
electing to receive the Enhanced Scrip Dividend Alternative

Last date for Shareholders on the UK Register holding                5:00 p.m. (London time) on 4
uncertificated Shares on CREST to elect to receive the Enhanced      December 2020
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.

Hammerson has its primary listing on the London Stock Exchange and a
secondary inward listing on the Johannesburg Stock Exchange.

Sponsor:

Investec Bank Limited


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.

Date: 11-11-2020 09:00:00
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