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Distribution declaration announcement and update on the timing of implementation of the Acucap restructure and offer
Acucap Properties Limited
Incorporated in the Republic of South Africa
Registration number 2001/021725/06
Share code: ACP
ISIN: ZAE000037651
Approved as a REIT by the JSE
(“Acucap” or “the Company”)
DISTRIBUTION DECLARATION ANNOUNCEMENT AND UPDATE ON THE TIMING OF
IMPLEMENTATION OF THE ACUCAP RESTRUCTURE AND SYCOM OFFER
1. DIVIDEND DECLARATION ANNOUNCEMENT
1.1. Salient dates
Notice is hereby given that the following dates are of importance in regard to the final
distribution by Acucap for the financial year ended 31 March 2014:
2014
Announcement of the distribution amount Thursday, 12 June
Last day to trade cum distribution Friday, 20 June
Trading commences ex distribution Monday, 23 June
Record date Friday, 27 June
Payment date Monday, 30 June
Linked unitholders will have their account with their Central Securities Depository Participant
(“CSDP”) or broker credited on the payment date.
Linked unit certificates may not be dematerialised or rematerialised between (and including)
Monday, 23 June 2014 and Friday, 27 June 2014.
1.2. Tax treatment of distributions
The information in this announcement is provided as a general guide to the potential
South African tax consequences pertaining to the distribution for linked unitholders
that are subject to South African tax. The information provided in this announcement is
not intended as comprehensive tax advice, nor does it purport to take into account all
of the considerations that may be relevant to linked unitholders in relation to the
distribution. Linked unitholders should consult their tax advisors for advice on the
particular tax consequences applicable to them.
In accordance with Acucap’s status as a REIT, linked unitholders are hereby advised that the
final distribution will meet the requirements of a “qualifying distribution” for the purposes of
section 25BB of the Income Tax Act, No.58 of 1962 (“Income Tax Act”). The distribution of
the interest on the debentures (forming an indivisible part of the linked units) will therefore
be deemed to be a dividend for South African tax purposes, in terms of section 25BB of the
Income Tax Act.
1.2.1. South African tax resident linked unitholders
The distribution received by or accrued to South African tax residents must be included
in the gross income of such linked unitholders and will not be exempt from income tax
(in terms of the exclusion to the general dividend exemption, contained in paragraph
(aa) of section 10(1)(k)(i) of the Income Tax Act) as a result of it being a dividend
distributed by a REIT. This distribution is, however, exempt from dividend withholding
tax in the hands of South African tax resident linked unitholders, provided that the South
African resident linked unitholders provide the following forms to their CSDP or broker,
as the case may be, in respect of uncertificated linked units, or Computershare Investor
Services (Pty) Ltd (“Computershare”) (at the details contained below), in respect of
certificated linked units:
a) a declaration that the distribution is exempt from dividends tax; and
b) a written undertaking to inform the CSDP, broker or, in respect of certificated
linked unitholders only, Computershare, should the circumstances affecting the
exemption change or the beneficial owner cease to be the beneficial owner,
both in the form prescribed by the Commissioner for the South African Revenue Service
and in the manner set out in paragraph 1.2.3 below.
1.2.2. Non-resident linked unitholders
Distributions received by non-resident linked unitholders will not be taxable as income
and instead will be treated as an ordinary dividend which is exempt from income tax in
terms of the general dividend exemption in section 10(1)(k)(i) of the Income Tax Act. It
should be noted that, up to 31 December 2013, distributions received by non-residents
from a REIT were not subject to dividend withholding tax. From 1 January 2014, any
distribution received by a non-resident from a REIT is subject to dividend withholding
tax at 15%, unless the rate is reduced in terms of any applicable Double Taxation
Agreement (“DTA”) between South Africa and the country of residence of the linked
unitholder.
A reduced dividend withholding rate in terms of the applicable DTA may only be relied
upon if the non-resident linked unitholder has provided the following forms to its CSDP
or broker, as the case may be, in respect of uncertificated linked units, or,
Computershare, in respect of certificated linked units:
a) a declaration that the distribution is subject to a reduced rate as a result of the
application of a DTA; and
b) a written undertaking to inform its CSDP, broker or Computershare, as the case
may be, should the circumstances affecting the reduced rate change or the
beneficial owner cease to be the beneficial owner,
both in the form prescribed by the Commissioner for the South African Revenue Service
and in the manner set out in paragraph 1.2.3 below.
1.2.3. Submissions
Dematerialised linked unitholders
Dematerialised linked unitholders are advised to contact their CSDP or broker as the
case may be, to arrange for the abovementioned documents to be submitted prior to
payment of the distribution, if such documents have not already been submitted.
Certificated linked unitholders
Certificated linked unitholders, who have not already submitted the above-mentioned
documents, may submit these documents to Computershare:
By post to: By hand to:
Computershare Dividends Tax Project Computershare Dividends Tax Project
PO Box 62212 70 Marshall Street
Marshalltown Johannesburg
2107 2001
By email to: By fax to:
DividendTax@computershare.co.za +27 11 688 5266
Any queries by certificated linked unitholders regarding the abovementioned
submission may be directed to Computershare at +27 11 373 0004
Acucap’s tax reference number: 9801081143
2. UPDATE ON THE TIMING OF THE IMPLEMENTATION OF THE ACUCAP RESTRUCTURE AND THE
SYCOM OFFER
Linked unitholders are referred to the joint announcement released by Acucap and Sycom Property
Fund (“Sycom”) on 19 May 2014 in terms of which linked unitholders were advised that the date
on which each of the following will occur (“Consideration Pay Date”) -
a) no par value shares in Acucap will be issued to linked unitholders in terms of the Acucap
restructure; and
b) the Sycom units acquired by Acucap pursuant to the general offer made by Acucap to Sycom
unitholders, would be transferred into the name of Acucap,
remained subject to the fulfilment of the following conditions precedent -
a) the new memorandum of incorporation of Acucap being acknowledged by the Companies and
Intellectual Property Commission (“CIPC”) as having been placed on file; and
b) the Takeover Regulation Panel issuing the requisite compliance certificate in respect of the
Acucap restructure under section 121 of the Companies Act No 71 of 2008.
Linked unitholders are advised that the new memorandum of incorporation of Acucap was lodged
with the CIPC immediately following the Acucap general meeting, however Acucap has not yet
received the acknowledgement of filing from the CIPC. Accordingly, the abovementioned
conditions precedent to the Acucap restructure have not yet been fulfilled. A further
announcement will be made in due course confirming the Consideration Pay Date.
Cape Town
5 June 2014
Sponsor to Acucap
Questco (Pty) Ltd
Date: 05/06/2014 02:16:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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