SYCOM PROPERTY FUND - Distribution declaration announcement and update on the timing of implementation of the Acucap offer

Release Date: 05/06/2014 14:17
Code(s): SYC SYCR
 
Wrap Text
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

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