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Distribution declaration announcement and update on the timing of implementation of the Acucap offer
Sycom Property Fund
A Collective Investment Scheme in Property ("CISP")
registered in terms of the Collective Investment Schemes
Control Act, No. 45 of 2002 (“CISCA”) and managed by
Sycom Property Fund Managers Limited (“SPFM”)
Registration number 1986/002756/06
Share code: SYC ISIN: ZAE000019303
Sycom receipts: SYCR ISIN ZAE000189551
Approved as a REIT by the JSE
(“Sycom”)
DISTRIBUTION DECLARATION ANNOUNCEMENT AND UPDATE ON THE TIMING OF
IMPLEMENTATION OF THE ACUCAP 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 Sycom 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
Holders of Sycom participatory interests (“unitholders” and “units”) will have their account
with their Central Securities Depository Participant (“CSDP”) or broker credited on the
payment date.
Unit certificates may not be dematerialised or rematerialised between (and including)
Monday, 23 June 2014 and Friday, 27 June 2014.
1.2. Additional information applicable to holders of Sycom Receipts
In a joint announcement released by Acucap Properties Limited (“Acucap”) and Sycom on
19 May 2014, Sycom unitholders that accepted the offer by Acucap (“Accepting Unitholders”)
were advised that, with effect from 19 May 2014, each of the following would happen:
a) each Sycom unit tendered into the Acucap offer (“Represented Sycom Unit”),
would be transferred into an escrow account at Computershare Investor Services
(Pty) Ltd (“Computershare”), where it will be held in terms of an escrow
agreement with Computershare (“Escrow Agreement”); and
b) each holder of a Represented Sycom Unit would be issued with a tradable
acknowledgment of ownership of the Represented Sycom Unit (“Sycom Receipt”),
in a ratio of one Sycom Receipt for every one Represented Sycom Unit.
For avoidance of doubt, holders of Sycom Receipts are hereby advised that their Represented
Sycom Units rank pari passu with those Sycom units that were not tendered into the Offer.
This therefore means that all registered holders of Sycom Receipts on the distribution record
date (being 27 June 2014), will, as a result of their equivalent holding in the Represented
Sycom Units, be entitled to the final distribution by Sycom, which distribution will not be
subject to the Escrow Agreement.
Any reference to the term “unitholders” in this announcement therefore applies equally to
holders of Represented Sycom Units.
1.3. 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 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 unitholders in relation to the distribution.
Unitholders should consult their tax advisors for advice on the particular tax
consequences applicable to them.
In accordance with Sycom’s status as a REIT, 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 will
therefore be deemed to be a dividend for South African tax purposes, in terms of section
25BB of the Income Tax Act.
1.3.1. South African tax resident unitholders
The distribution received by or accrued to South African tax residents must be included
in the gross income of such 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 may, however, be exempt from dividend withholding tax in the
hands of South African tax resident unitholders, provided that the South African resident
unitholders provide the following forms to their CSDP or broker, as the case may be, in
respect of uncertificated units, or Computershare Investor Services (Pty) Ltd
(“Computershare”) (at the details contained below), in respect of certificated 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
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 1.3.3 below.
1.3.2. Non-resident unitholders
Distributions received by non-resident 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 unitholder.
A reduced dividend withholding rate in terms of the applicable DTA may only be relied
upon if the non-resident unitholder has provided the following forms to its CSDP or
broker, as the case may be, in respect of uncertificated units, or, Computershare, in
respect of certificated 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 1.3.3 below.
1.3.3. Submissions
Dematerialised unitholders
Dematerialised 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 unitholders
Certificated 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 unitholders regarding the abovementioned submission
may be directed to Computershare at +27 11 373 0004
Sycom’s tax reference number: 9592332846
2. UPDATE ON THE TIMING OF THE IMPLEMENTATION OF THE ACUCAP OFFER
Unitholders are referred to the joint announcement released by Acucap and Sycom on
19 May 2014 in terms of which unitholders were advised that the date of payment of the offer
consideration to Accepting Unitholders (“Consideration Pay Date”) remained subject to the
fulfilment of the following conditions precedent to the Acucap restructure -
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.
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 Sycom
Questco (Pty) Ltd
Date: 05/06/2014 02:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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