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Declaration of special distribution to Premium linked unitholders
Octodec Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1956/002868/06)
Share Code: OCT
ISIN Code: ZAE000005104
(“Octodec”)
REIT status approved
Declaration of special distribution to Octodec linked unitholders (“Linked Unitholders”)
1. Introduction
The directors of Octodec have resolved to declare a distribution of the distributable earnings of
Octodec for the six month period commencing 1 March 2014 and ending 31 August 2014 (“the
Special Distribution”) to Linked Unitholders that are recorded as such on Friday 29, August 2014,
pursuant to the proposed acquisition by Octodec of the entire issued linked unit capital of
Premium Properties Limited that it does not already own (“the Proposed Transaction”). The
Proposed Transaction was approved by Linked Unitholders on Thursday, 31 July 2014.
The Special Distribution is estimated to be 86.84 cents per Octodec linked unit (Dividend No. 49)
based on the forecast distributable earnings of Octodec for the six month period commencing 1
March 2014 and ending 31 August 2014. The final amount of the Special Distribution will be based
on the reviewed financial statements of Octodec for the year ending 31 August 2014 and will be
announced on the Stock Exchange News Service of the JSE Limited (“SENS”) on 28 October 2014.
The salient dates relating to the Special Distribution are detailed in paragraph 2 below.
2. Salient dates
Last date to trade "cum" Special Distribution Friday, 22 August 2014
Commence trading "ex" Special Distribution Monday, 25 August 2014
Record date Friday, 29 August 2014
Finalisation date Tuesday, 28 October 2014
Payment date Monday, 17 November 2014
Note:
1. All dates and times indicated are South African dates and times.
2. These dates and times are subject to amendment. Any such amendment will be released on
SENS.
3. Linked Unit certificates may not be dematerialised or rematerialised between Monday, 25
August 2014 and Friday, 29 August 2014, both dates inclusive.
3. Tax implications
As Octodec is a REIT, Linked Unitholders are advised that the Special Distribution meets 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 Special Distribution to Linked Unitholders will be deemed
to be a dividend for South African tax purposes, in terms of section 25BB of the Income Tax Act.
Tax implications for South African tax resident Linked Unitholders:
The Special Distribution received by or accrued to South African tax residents must be included in
the gross income of such Linked Unitholders and is not exempt from income tax in terms of the
exclusion to the general dividend exemption contained in section 10(1)(k)(i)(aa) of the Income Tax
Act, because they are dividends distributed by a REIT.
The Special Distribution is, however, exempt from dividend withholding tax ("Dividend Tax") in the
hands of South African tax resident Linked Unitholders provided that the South African tax resident
Linked Unitholders have provided the following forms to their Central Securities Depository
Participant ("CSDP") or broker, as the case may be, in respect of uncertificated linked units, or the
transfer secretaries, in respect of certificated linked units:
- a declaration that the Special Distribution is exempt from Dividend Tax; and
- a written undertaking to inform the CSDP, broker or transfer secretaries, as the case
may be, 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.
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 the payment of the Special Distribution.
Tax implications for non-resident Linked Unitholders:
The Special Distribution received by non-resident Linked Unitholders will not be taxable as income
and instead will be treated as ordinary dividends which are exempt from income tax in terms of
the general dividend exemption 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 tax. With effect from 1 January 2014, any distribution received
by a non-resident from a REIT will be subject to dividend tax at 15%, unless the rate is reduced in
terms of any applicable agreement for the avoidance of double taxation ("DTA") between South
Africa and the country of residence of the non-resident Linked Unitholder.
Assuming dividend tax will be withheld at a rate of 15%, the estimated net amount due to non-
resident Linked Unitholders is 73.814 cents per share. A reduced dividend withholding rate in
terms of the applicable DTA may only be relied on if the non-resident Linked Unitholder has
provided the following forms to their CSDP or broker, as the case may be, in respect of
uncertificated linked units, or the transfer secretaries, in respect of certificated linked units:
- a declaration that the dividend is subject to a reduced rate as a result of the application
of the DTA; and
- a written undertaking to inform the CSDP, broker or the transfer secretaries, 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 of the South African Revenue Services.
If applicable, non-resident Linked Unitholders are advised to contact their CSDP, broker or the
transfer secretaries, as the case may be, to arrange for the abovementioned documents to be
submitted prior to payment of the Special Distribution, if such documents have not already been
submitted.
Linked Unitholders are encouraged to consult with their professional advisors should they be in
any doubt as to the appropriate action to take.
The number of linked units in issue at the date of this declaration is 117 347 898 and the
company's tax reference number is 9925/033/71/5.
Pretoria
8 August 2014
Investment Bank, Corporate Advisor and Sponsor to Octodec
Nedbank Capital
Legal adviser to Octodec
Tugendhaft Wapnick Banchetti and Partners
Date: 08/08/2014 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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