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Finalisation of the Special Distributions payable to Octodec and Premium linked unitholders
Octodec Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1956/002868/06)
Share Code: OCT
ISIN Code: ZAE000192258
(“Octodec”)
REIT status approved
Finalisation of the Special Distributions payable to Octodec and Premium Properties Limited
(“Premium”) linked unitholders, who were recorded as such on the register of Octodec and Premium on
the 29 August 2014 (“Linked Unitholders”)
Linked Unitholders are referred to the announcements released on SENS on 8 August 2014, relating to the
declaration of special distributions for both Octodec and Premium (“Declaration Announcements”), in
which Linked Unitholders were advised that the special distributions mentioned therein were estimated
based on forecast financial information. Linked Unitholders are now advised that the final distributions
based on the reviewed financial statements of Octodec and Premium for the year ended 31 August 2014,
are 87.1 cents per Octodec linked unit (previously estimated to be 86.84 cents per linked unit) and 81.1
cents per Premium linked unit (previously estimated to be 80.7 cents per linked unit) (collectively “the
Special Distributions”).
The Special Distributions are payable to Linked Unitholders that were recorded in Octodec and Premium’s
registers on Friday, 29 August 2014. The payment date for the Special Distributions is Monday, 17
November 2014.
Tax implications
As Octodec and Premium are REITs, Linked Unitholders are advised that the Special Distributions 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 Special Distributions 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 Distributions 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 Distributions are, 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 Distributions are 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 Distributions.
Tax implications for non-resident Linked Unitholders
The Special Distributions 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 net amount due to non-resident Octodec
linked unitholders is 74.035 cents per share and the net amount due to non-resident Premium linked
unitholders is 68.935 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 Distributions, 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 the Declaration Announcements was 117 347 898
Octodec linked units and 156 773 109 Premium linked units. Octodec’s tax reference number is
9925/033/71/5 and Premium’s tax reference number is 9660/013/64/1.
Pretoria
28 October 2014
Investment Bank, Corporate Advisor and Sponsor to Octodec
Nedbank Capital
Legal adviser to Octodec
Tugendhaft Wapnick Banchetti and Partners
Date: 28/10/2014 05:07:00 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
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