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CAPITAL SHOPPING CENTRES GROUP PLC - Interim Dividend For The Year Ending 31 December 2012

Release Date: 05/10/2012 11:45
Code(s): CSO     PDF:  
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Interim Dividend For The Year Ending 31 December 2012

CAPITAL SHOPPING CENTRES GROUP PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code:    CSO
(the “Company”)


INTERIM DIVIDEND FOR THE YEAR ENDING 31 DECEMBER 2012:

TIMETABLE, SCRIP CALCULATION PRICES AND EXCHANGE RATE

On 26 July 2012, the Directors announced an interim dividend for 2012 of 5.0
pence per ordinary share payable on 20 November 2012 (the “Dividend”). The
Dividend will be paid totally as a Property Income Distribution (“PID”) and will be
subject to a 20% UK withholding tax unless exemptions apply.

As confirmed on 28 September 2012, following approval of the Scrip Dividend
Scheme (the “Scheme”) at the 2012 AGM, the Directors are offering shareholders
a scrip alternative to the 2012 interim cash dividend.

The salient dates for payment of the dividend published in the announcement
dated 28 September 2012 remain unchanged.

The Company is now pleased to announce the share price applicable to the scrip
alternative to the cash dividend and, for its South African shareholders, the
exchange rate applicable to the dividend. Due to differences applicable to UK and
South African shareholders in respect of dividends, information is provided below
as it relates to each share register.

Further details of the scrip dividend alternative are contained in the Scrip
Dividend Scheme Booklet, and the related Election forms, which are available
from www.capital-shopping–centres.co.uk and from the Company’s Registrars.

(i) Shareholders on the UK share register:

Shareholders who hold their shares via the United Kingdom register will receive a
dividend per ordinary share as follows:

Gross amount of PID                        GBP pence 5.0p
*Less 20% withholding tax                  GBP pence 1.0p
Net PID dividend payable                   GBP pence 4.0p
*Unless exemptions apply, in which case the PID element will be paid gross

As indicated in the announcement dated 28 September 2012, the price setting
period for the Scrip price calculation was 28 September to 4 October 2012
inclusive. Based on the average middle market quotations for each day in the
price setting period on the LSE less the gross amount of dividend as set out
above, the Scrip Calculation Price applicable to UK share holders is GBP pence
328.48. The scrip share allocation will be based as follows:

                                                           PID (Net)     PID (Gross)

No. of shares required to be held for one new
share                                                       82.120           65.696




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The number of shares to be allocated will be calculated by dividing the total value
of the dividend otherwise receivable by the shareholder by the Scrip Calculation
Price and rounding down to the nearest whole number. Any fractional
entitlement, i.e. the total value of the dividend receivable less the value of the
shares allocated, will be paid out as cash.

(ii) Shareholders on the South Africa share register:

Exchange Rate for Interim Dividend

The Company confirms that the South African Rand exchange rate for the 2012
interim dividend of 5 pence per ordinary share will be 13.77 ZAR to 1 GBP.
Accordingly shareholders who hold their shares via the South African register will
receive a dividend per ordinary share as follows:

 PID (gross)                           68.85000 ZA cents
 Less 20% UK withholding tax           13.77000 ZA cents
 Net PID payable                      55.08000 ZA cents

On application by South African shareholders, 5 per cent of the 20 per cent UK
withholding tax deducted is claimable from the UK’s HM Revenue & Customs
(“HMRC”), resulting in an effective UK withholding tax rate of 15 per cent. The
Company will account to HMRC in sterling for the total UK withholding tax
deducted. Settlement of any claims for refund will be calculated and settled in
sterling by HMRC.

The information given in section (i) above will assist with applications for refunds.
For information on PIDs and refund claims, including claim forms and guidance on
how to complete them, visit http://www.capital-shopping-centres.co.uk/
investors/shareholder_info/reit/.

Scrip Calculation Price

As indicated in the announcement dated 28 September 2012, the price setting
period for the Scrip price calculation was 28 September to 4 October 2012
inclusive. Based on the average middle market quotations for each day in the
price setting period on the JSE less the gross amount of dividend as set out
above, the Scrip Calculation Price applicable to South African shareholders is
4,443.83 ZA cents.

The scrip ratio will be as follows:
South Africa: 1 new ordinary share for every 80.67948 ordinary shares held.

By way of illustration of the above, the scrip share allocation will be as follows:
A shareholder who holds 100 shares, entitled to receive ZAR 55.08000, and elects
to receive a scrip dividend alternative would be entitled to 100 / 80.67956 = 1.23947
shares.

As no fractions of shares will be issued, the number shares to be allocated will be
rounded down to the nearest whole number. Any fractional entitlement,
calculated by multiplying the fraction, for example as shown above of 0.23947 by
the scrip price of 4,443.83 ZA cents, will be paid out as cash.

No secondary tax on companies (STC) credits will be available to be utilised
against Dividend Tax withheld on the payment of the Interim Dividend. The




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number of shares in issue as at the declaration date was 865,204,771 ordinary
shares of 50p each.

Taxation summary

Where the 2012 interim dividend is paid in cash, it will constitute a foreign
dividend and so will be exempt from South African income tax. Cash PIDs would
normally be subject to Dividends Tax in South Africa, but the liability to Dividends
Tax will be offset by the net UK withholding tax of 15 per cent, resulting in no
Dividends Tax being deducted. It is our understanding that where an election to
receive shares under the Scrip Dividend Scheme has been made, any fractional
entitlements paid in cash to shareholders will be treated in the same manner.

It is also understood that a receipt of shares under the Scrip Dividend Scheme
will constitute a foreign dividend. Under current legislation, such shares will not
be subject to Dividends Tax but will instead be subject to income tax at a rate of
15 per cent. However this income tax liability will be offset by the net UK
withholding tax of 15 per cent and so no further income tax liability is anticipated.

New shares issued to South African shareholders under the Scrip Dividend
Scheme will, subject to approval of draft legislation, have a capital gains base
cost equal to the amount of the foreign dividend. This may be deducted from the
proceeds on a future sale of the shares, meaning in practice only any future gain
on the shares should be subject to capital gains tax in South Africa.

The above information, and the guidelines on the taxation of dividends, including
when taken as scrip shares, contained in the Scheme Booklet, is provided as a
general guide based on the Company’s understanding of the law and practice
currently in force. Any Shareholder who is in any doubt as to their tax position
should seek independent professional advice.

5 October 2012
Sponsor:
Merrill Lynch South Africa (Pty) Ltd




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