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Notice to RDI shareholders in respect of an election to receive either a cash dividend or a scrip dividend
RDI REIT P.L.C.
(formerly Redefine International P.L.C.)
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
LEI: 2138006NHZUMMRYQ1745
ISIN: IM00B8BV8G91
("RDI" or the "Company")
NOTICE TO RDI SHAREHOLDERS IN RESPECT OF AN ELECTION TO RECEIVE EITHER A CASH DIVIDEND OR A SCRIP DIVIDEND
CASH DIVIDEND OR SCRIP DIVIDEND
On Wednesday, 25 April 2018 it was announced that the board of directors of the Company (the "board") had
approved an interim dividend of 1.35 pence per share in respect of the six months ended 28 February 2018, and
that the board intends offering shareholders a cash dividend or the election to receive a scrip dividend by way of
an issue of new RDI shares (of the same class as existing shares) credited as fully paid up (“scrip dividend”).
A circular to RDI shareholders in respect of the election being offered to RDI shareholders to receive either the
cash dividend or the scrip dividend, together with an election form, has been posted to shareholders on Monday,
21 May 2018 (the "circular"). RDI confirms that, in accordance with LR 9.6.2 R of the Listing Rules of the
UKLA, a copy of the circular will be submitted to the UK's National Storage Mechanism today. The circular is
available for inspection at: http://www.morningstar.co.uk/uk/NSM and can also be viewed on the Company's
website, www.rdireit.com.
Terms defined in the circular shall bear the same meaning in this announcement.
A cash dividend will be paid to shareholders unless they elect to receive the scrip dividend. Please note that
shareholders recorded on the UK share register who had previously elected to receive a scrip dividend will, unless
they take steps to revoke their mandate, be deemed to have elected to receive the scrip dividend.
Should a shareholder elect to receive the scrip dividend, such shareholder's entitlement to new RDI shares will
be calculated by multiplying the number of shares held by that shareholder at the record date by the dividend per
share of 1.35 pence and dividing it by the scrip dividend reference price, being the average closing price of RDI
shares traded on the London Stock Exchange over a period of five days (less the amount of the cash dividend).
Where UK withholding tax has to be accounted for, the calculation will be with reference to the net amount of
the cash dividend per share, accounting for the current applicable withholding tax rate.
For RDI shares on the South African share register, the scrip dividend reference price will be converted to Rand
at a specified conversion rate.
The allocation of new RDI shares will be such that shareholders who elect to receive the scrip dividend will not
be allocated a fraction of a new RDI share and, as such, any entitlement to receive a fraction of a new RDI share
which:
- is less than one-half of a new RDI share, will be rounded down to the nearest whole number; and
- is equal to or greater than one-half of a new RDI share but less than a whole new RDI share, will be
rounded up to the nearest whole number.
RDI reserves the right to reduce the number of new RDI shares issued to an electing shareholder in respect of the
scrip dividend if the issue of such shareholder's full allocation of new RDI shares would result in that shareholder
(individually or together with any associates or shareholders deemed to be acting in concert with such
shareholder) having an interest in RDI shares that would ordinarily require the shareholder (or group of
shareholders) to make a mandatory cash offer for RDI pursuant to Rule 9 of the UK City Code on Takeovers and
Mergers. In such circumstances, the shareholder will receive the balance of their entitlement as a cash dividend
on the basis of 1.35 pence per share.
The Company will on Tuesday, 29 May 2018 announce:
- whether the dividend will be paid as a property income distribution (PID), an ordinary dividend (non-
PID) or a mixture of the two;
- the scrip reference price; and
- the Rand to GBP conversion rate.
The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in
RDI and to retain flexibility with regard to the Company's cash resources.
The cash dividend will be paid out of the Company's distributable profits.
As at the date of this announcement, the Company had 1,900,793,561 ordinary shares of 8 pence each in issue.
SALIENT DATES AND TIMES
For shareholders on the UK share register
2018
Posting of circular and announcement on RNS Monday, 21 May
Announcement of conversion rate, scrip dividend reference price and whether Tuesday, 29 May
the dividend will be paid as a PID, a non-PID, or a mixture of the two released
on RNS on or before
Last day to trade in order to be eligible for the cash dividend or alternatively the Wednesday, 6 June
scrip dividend
Shares commence trading ex the cash dividend or scrip dividend Thursday, 7 June
Record date for shareholders recorded on the UK share register Friday, 8 June
Closing date for receipt of completed election forms by no later than 11:00 (UK Friday, 8 June
time)
Announcement on RNS of the amount of new RDI shares issued Thursday, 14 June
Dispatch of share certificates, payment of cash dividend, CREST accounts Monday, 25 June
credited/updated and new RDI shares listed on the LSE
Notes:
1. All dates and times quoted above are local dates and times in the United Kingdom. The above dates and
times are subject to change. Any changes will be announced on RNS.
2. RDI shareholders are referred to page 3 of the circular for information on the action required to be taken
by them.
3. Shares may not be dematerialised or rematerialised between Thursday, 7 June 2018 and Friday,
8 June 2018, both days inclusive.
4. No transfer of shares between sub-registers in the United Kingdom and South Africa may take place
between Tuesday, 29 May 2018 and Friday, 8 June 2018, both days inclusive.
For shareholders on the South African share register
2018
Posting of circular and announcement on SENS Monday, 21 May
Announcement of conversion rate, scrip dividend reference price and whether Tuesday, 29 May
the dividend will be paid as a PID, a non-PID, or a mixture of the two released
on SENS on or before
Last day to trade in order to be eligible for the cash dividend or alternatively the Tuesday, 5 June
scrip dividend
Shares commence trading ex the cash dividend or scrip dividend Wednesday, 6 June
Record date for shareholders recorded on the SA share register Friday, 8 June
Closing date for receipt of completed election forms by no later than 12:00 Friday, 8 June
(South African time)
Announcement on SENS of the amount of new RDI shares issued Thursday, 14 June
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts Monday, 25 June
credited/updated and new RDI shares listed on the JSE
Notes:
1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are
subject to change. Any changes will be announced on SENS.
2. RDI shareholders are referred to page 3 of the circular for information on the action required to be taken
by them.
3. Shareholders should note that new RDI shares should not be traded until the new RDI shares are
issued or reflect in their accounts with their CSDP or broker on Monday, 25 June 2018.
4. Shares may not be dematerialised or rematerialised between Wednesday, 6 June 2018 and Friday,
8 June 2018, both days inclusive.
5. No transfer of shares between sub-registers in the United Kingdom and South Africa may take place
between Tuesday, 29 May 2018 and Friday, 8 June 2018, both days inclusive.
6. Shareholders on the SA share register will receive a cash dividend in South African Rand, based on the
conversion rate.
DIVIDEND TAX IMPLICATIONS
Shareholders on the South African register
Cash PIDs
A 20 per cent UK withholding tax will be deducted from cash PIDs. On application by the shareholder, assuming
the shareholder is the beneficial owner of the dividend and is South African resident for purposes of the South
African – UK double tax agreement, a 5 per cent rebate is claimable from HMRC, resulting in an effective UK
withholding tax rate of 15 per cent. South African dividends tax, at the rate of 20%, will apply to cash PIDs
payable by the Company unless the beneficial owner of the dividend is exempt from dividends tax. Assuming
that the shareholder is resident in South Africa and has the right, in terms of the double tax agreement between
South Africa and the UK, to claim the 5% rebate from HMRC in respect of UK withholding tax, dividends tax at
a reduced rate of 5% should be withheld. Where the shareholder is resident in the UK and has no right, in terms
of the double tax agreement between South Africa and the UK, to claim the 5% rebate from HMRC in respect of
the UK withholding tax, no additional dividends tax should be withheld (assuming that the shareholder is liable
for UK tax on the dividend at the rate of at least 20%). Cash dividends paid to South African resident companies
should be exempt from the dividends tax, subject to certain administrative requirements.
Cash non-PIDs
South African dividends tax at the rate of 20 per cent will apply to cash non-PIDs paid by the Company, unless
the beneficial owner of the dividend is exempt from dividends tax (e.g. if the beneficial owner is a South African
company or a non-South African resident). Since no withholding tax is suffered in the UK on cash non-PIDs, no
rebate can be claimed. The relevant regulated intermediary will therefore be required to deduct 20 per cent tax
on all cash non-PID's paid to persons who are not exempt from dividends tax in South Africa, and pay this to the
South African Revenue Service on the beneficial owner's behalf.
South African dividends tax at the rate of 20 per cent will apply to cash non-PIDs paid by the Company. Unless
a shareholder is exempt from dividends tax, the relevant regulated intermediary (being the SA transfer secretaries
or other CSDP or institution, as applicable) will therefore be required to deduct 20 per cent tax and pay this to
the South African Revenue Service on the shareholders' behalf. To the extent that no withholding or income tax
is suffered on the cash non-PID in the UK, no rebate against the dividends tax can be claimed.
New RDI shares issued pursuant to the scrip dividend
As stated above, a 20 per cent UK withholding tax will have been deducted in calculating the number of new
RDI shares issued in respect of PIDs. On application by the shareholder, assuming that the shareholder is the
beneficial owner of the dividend and is South African resident for purposes of the South African – UK double
tax agreement, a 5 per cent cash rebate is claimable from HMRC, resulting in an effective UK withholding tax
rate of 15 per cent.
As new RDI shares issued pursuant to the scrip dividend should not constitute dividends or foreign dividends,
dividends tax does not apply to that part of any dividend satisfied by the issue of new RDI shares where such new
RDI shares are provided in lieu of the dividend. However, the legislation in this regard is complex and
shareholders should accordingly seek independent professional tax advice.
UK taxation
The receipt of the cash dividend or election to receive the scrip dividend may have tax implications for
shareholders who are resident in the United Kingdom or other countries and such shareholders are advised to
obtain appropriate advice from their professional advisors in this regard.
For further information:
RDI P.L.C.
Mike Watters, Stephen Oakenfull, Donald Grant Tel: +44 (0) 20 7811 0100
FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey, Ellie Sweeney Tel: +44 (0) 20 3727 1000
Instinctif Partners
SA Public Relations Adviser
Frederic Cornet, Lizelle du Toit Tel: +27 (0) 11 447 3030
Java Capital
JSE Sponsor Tel: +27 (0) 11 722 3050
Note to editors:
About RDI
RDI is a FTSE 250 UK Real Estate Investment Trust (UK-REIT) committed to becoming the UK's leading
income focused REIT. The Company's income-led business model and strategic priorities are designed to offer
shareholders superior, sustainable and growing income returns, with a target growth in underlying earnings per
share of 3%-5% across the medium term.
Income sustainability is underpinned by a diversified portfolio and tenant base, with no overreliance on any one
sector or tenant, together with an efficient capital structure. The secure and growing income stream is 25.9%
indexed and has a WAULT of 6.8 years to first break (8.2 years to expiry). This is complemented by an average
debt maturity of 7.0 years of which over 90% of interest costs are either fixed or capped. The Company is focused
on all aspects impacting shareholder distributions and reports one of the lowest cost ratios in the industry whilst
maintaining a low cost of debt.
The Company owns properties independently valued at £1.6bn in the United Kingdom and Germany, Europe's
two largest, liquid and transparent property markets. RDI invests in assets with strong property fundamentals
spread across UK offices (including London serviced offices), UK logistics, UK shopping centres, UK retail
parks, UK hotels and German retail. RDI is well placed to take advantage of the increasing occupier requirement
for real estate owners to become high quality service providers, given its scalable operational platforms and nearly
a third of the portfolio invested in hotels and London serviced offices.
RDI holds a primary listing on the London Stock Exchange and a secondary listing on the Johannesburg Stock
Exchange and is included within the FTSE 250, EPRA, GPR, JSE All Property and JSE Tradeable Property
indices.
For more information on RDI, please refer to the Company's website www.rdireit.com
All figures as at 28 February 2018
21 May 2018
JSE Sponsor
Java Capital
Date: 21/05/2018 08:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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