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Finalisation announcement in respect of the interim dividend for the six months ended 28 February 2014
REDEFINE INTERNATIONAL P.L.C.
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8V8G91
(“Redefine International” or the “Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE INTERIM DIVIDEND FOR THE SIX
MONTHS ENDED 28 FEBRUARY 2014
Redefine International shareholders are referred to the announcement released on 30 April 2014 wherein shareholders
were advised that the board of directors (“the board”) of the Company had declared an interim dividend of 1.50 pence
per share (the “dividend”) in respect of the six months ended 28 February 2014 and that the board intended offering to
shareholders the election to receive a scrip dividend by way of an issue of new Redefine International shares (of the same
class as existing shares) credited as fully paid up (“scrip dividend”) or a cash dividend (“cash dividend”). The dividend
will be paid as follows:
- If taken in cash, the cash dividend will comprise a property income distribution (“PID”) element of 0.43 pence
per share and a non-PID element of 1.07 pence per share. The PID will be subject to a deduction of a 20 per cent
UK withholding tax unless exemptions apply. The non-PID element will be treated as an ordinary UK company
dividend, with no withholding tax deducted.
- Shareholders who make an election to receive shares will receive shares based on the full 1.50 pence being paid
as a non-PID. As a non-PID, this will be treated as an ordinary UK company dividend, with no withholding tax
deducted.
The Company is now pleased to announce the scrip reference price applicable to the scrip dividend and, for shareholders
on the SA share register, the exchange rate applicable to the cash dividend. The salient dates for payment of the dividend
published in the announcement dated 30 April 2014 remain unchanged.
Further details to the scrip dividend are contained in the circular which was posted on 30 April 2014 (the “circular”), and
the related election forms, which are available from www.redefineinternational.com and from the Company’s SA transfer
secretaries, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg,
2001, or at the Company’s UK transfer secretaries, Capita Asset Services, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU. Terms defined in the circular shall bear the same meaning in this announcement.
(i) Shareholders receiving the cash dividend
The Company confirms that the South African Rand exchange rate for the dividend will be 17.565 ZAR to 1 GBP.
Shareholders who do not make an election to receive shares will receive a cash dividend per share which will be
paid as follows:
Shareholders on the Shareholders on the
UK share register SA share register
Non-PID element 1.07 pence 18.79455 ZAR cents
plus
PID element (gross) 0.43 pence 7.55295 ZAR cents
*Less 20% withholding tax 0.09 pence 1.58085 ZAR cents
PID element (net) 0.34 pence 5.9721 ZAR cents
* Certain categories of UK shareholders may apply for exemption, in which case the PID element will be paid gross.
(ii) Shareholders who elect to receive shares
(a) Dividend equivalent values:
Shareholders who make an election to receive the scrip dividend instead of the cash dividend will receive
shares with a value equivalent to a dividend per share as follows:
Shareholders on the Shareholders on the
UK share register SA share register
Non-PID dividend 1.50 pence 26.3475 ZAR cents
(b) Share entitlement: Shareholders on the UK share register:
For Redefine International shares traded on the LSE, the scrip dividend reference price is calculated as the
average of the middle market quotations of a Redefine International share derived from the daily Official
List for the last five dealing days prior to 9 May 2014, less the amount of the dividend per Redefine
International share. Accordingly the scrip dividend reference price applicable to shareholders on the UK
share register is 53.45 pence. The scrip dividend share allocation will be as follows:
Non-PID element
No. of shares required to be held for one new Redefine International share 36
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 dividend reference price. Any fractional entitlement which:
- is less than one-half of a new Redefine International share, will be rounded down to the nearest
whole number;
- is equal to or greater than one-half of a new Redefine International share but less than a whole new
Redefine International share, will be rounded up to the nearest whole number; and
- no fractions of scrip dividend shares will be issued, nor will any residual entitlements be carried
forward to any future scrip dividend issue, and any amount of dividend not represented by scrip
dividend shares will not be paid or payable to the relevant shareholders in respect of that dividend,
but will be retained by the Company.
(c) Share entitlement: Shareholders on the South Africa share register:
For Redefine International shares traded on the JSE, the scrip dividend reference price will be calculated as
the average of the middle market quotations of a Redefine International share as provided by the JSE for the
last five dealing days on the JSE prior to 9 May 2014, less the amount of the dividend per Redefine
International share as converted into Rand at the exchange rate 17.565 ZAR to 1 GBP. Accordingly the scrip
dividend reference price applicable to shareholders on the SA share register is 961.8525 ZAR cents. The
scrip dividend share allocation will be as follows:
Non-PID element
No. of shares required to be held for one new Redefine International share 37
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 dividend reference price. Any fractional entitlement which:
- is less than one-half of a new Redefine International share, will be rounded down to the nearest
whole number;
- is equal to or greater than one-half of a new Redefine International share but less than a whole new
Redefine International share, will be rounded up to the nearest whole number; and
- no fractions of scrip dividend shares will be issued, nor will any residual entitlements be carried
forward to any future scrip dividend issue, and any amount of dividend not represented by scrip
dividend shares will not be paid or payable to the relevant shareholders in respect of that dividend,
but will be retained by the Company.
By way of illustration of the above, the scrip dividend share calculation will be as follows for a shareholder
who holds 100 shares:
Shareholders on the Shareholders on the
UK share register SA share register
Amount of non-PID dividend entitled to receive (per (a)
above x 100): £1.50 R26.3475
No. of shares entitled to receive:
Calculation: £1.50/£0.5345 R26.3475/R9.61853
No. of new shares: 3 3
(iii) Notes for shareholders on the SA share register
On application by shareholders on the SA share register, 5 per cent of the 20 per cent UK withholding tax deducted,
in respect of the PID element of the cash dividend, 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 Pounds Sterling for the total UK withholding tax deducted. Settlement of any claims for refund will be
calculated and settled in Pounds Sterling by HMRC.
The information given in section (i) above, as applicable, 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.redefineinternational.com/investor-relations/real-estate-investment-trust/.
No secondary tax on companies (STC) credits will be available to be utilised against any South African dividends
tax withheld on the payment of the dividend. The number of shares in issue as at the declaration date was
1 270 328 654 ordinary shares of 8 pence each.
SOUTH AFRICAN TAXATION SUMMARY
Where the dividend is paid in cash, it will constitute a foreign dividend and so will be exempt from South African income
tax, but subject to deduction of South African dividends tax unless an exemption or rebate applies. For cash PIDs 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. For the cash non-PID element of 18.79455 per share, 15% SA dividends tax (2.81918 ZAR cents per share) will
be deducted unless an exemption or rebate applies. The net non-PID element will therefore be 15.97537 ZAR cents per
share. No fractions of scrip dividend shares will be issued, nor will any residual entitlements be carried forward to any
future scrip dividend issue, and any amount of dividend not represented by scrip dividend shares will not be paid or
payable to the relevant shareholders in respect of that dividend, but will be retained by the Company.
It is also understood that a receipt of shares under the scrip dividend will not constitute a foreign dividend. Under current
legislation, such shares will not therefore be subject to dividends tax or income tax, but the full value of the shares on
eventual disposal will be subject to capital gains tax with no base cost allowed.
The above information, and the guidelines on the taxation of dividends, including when taken as scrip dividend shares,
contained in the circular, 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.
OTHER CONSIDERATIONS
Shareholders are advised that the scrip dividend in foreign jurisdictions, other than South Africa and the United Kingdom,
may be restricted by prevailing laws and accordingly, shareholders in those jurisdictions will not be entitled to elect to
receive the scrip dividend and will receive the cash dividend. Such shareholders should inform themselves about and
observe any applicable legal requirements of such jurisdiction in relation to all aspects of either the cash dividend or the
scrip dividend that may affect them. It is the responsibility of such shareholder to satisfy himself as to the full observation
of the laws and regulatory requirements of the relevant foreign jurisdiction in connection with the cash dividend or the
scrip dividend, including the obtaining of any governmental, exchange or other consents or the making of any filing
which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other
taxes or other requisite payments due in such jurisdiction.
Redefine International is a UK REIT with a primary listing on the London Stock Exchange and a secondary listing on the
Johannesburg Stock Exchange.
9 May 2014
JSE sponsor
Java Capital
Date: 09/05/2014 08:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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