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Finalisation announcement in respect of the interim dividend for the six months ended 31 August 2014
REDEFINE INTERNATIONAL P.L.C.
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8V8G91
(“Redefine International” or the “Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 31 AUGUST 2014
Redefine International shareholders are referred to the announcement released on 29 October 2014 wherein
shareholders were advised that the board of directors (“the board”) of the Company had declared a second interim
dividend of 1.70 pence per share (the “dividend”) in respect of the six months ended 31 August 2014 and that the
board intended offering to shareholders the election to receive a scrip dividend by way of an issue of new Redefine
International shares (of the same class as existing shares) credited as fully paid up (“scrip dividend”) or a cash
dividend (“cash dividend”). The total dividend paid will be subject to the following parameters:
- A property income distribution (“PID”) element of 1.16 pence per share and a non-PID element of 0.54 pence
per share. The PID will be subject to a deduction of a 20 per cent UK withholding tax unless exemptions
apply. The non-PID element will be treated as an ordinary UK dividend, with no withholding tax deducted.
- The non-PID element will first accrue to the Shareholders who make an election to receive shares and
thereafter pro-rata to the cash dividend if any non-PID element is remaining.
The Company is now pleased to announce the scrip reference price applicable to the scrip dividend and, for
shareholders on the SA share register, the exchange rate applicable to the cash dividend. The salient dates for payment
of the dividend published in the announcement dated 29 October 2014 remain unchanged.
Further details to the scrip dividend are contained in the circular which was posted on 29 October 2014 (the
“circular”), and the related election forms, which are available from www.redefineinternational.com and from the
Company’s SA transfer secretaries, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70
Marshall Street, Johannesburg, 2001, or at the Company’s UK transfer secretaries, Capita Asset Services, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Terms defined in the circular shall bear the same
meaning in this announcement.
(i) Shareholders who elect to receive shares
(a) Dividend equivalent values:
The Company confirms that the South African Rand exchange rate for the dividend will be
17.871 ZAR to 1 GBP. Shareholders who make an election to receive the scrip dividend instead of the
cash dividend will receive shares with a value equivalent to a dividend per share as follows:
Shareholders on the Shareholders on the
UK share register SA share register
Non-PID element 0.54 pence 9.65034 ZAR cents
Plus/or
PID element (gross) 1.16 pence 20.73036 ZAR cents
*Less 20% withholding tax 0.232 pence 4.14607 ZAR cents
PID element (net) 0.928 pence 16.58429 ZAR cents
(b) Share entitlement: Shareholders on the UK share register:
For Redefine International shares traded on the LSE, the scrip dividend reference price is calculated as
the average of the middle market quotations of a Redefine International share derived from the daily
Official List for the last five dealing days prior to 6 November 2014, less the amount of the dividend per
Redefine International share. Accordingly the scrip dividend reference price applicable to shareholders on
the UK share register is 49.73 pence. The scrip dividend share allocation will be as follows:
PID element
Non-PID element (Gross) PID element (Net)
No. of shares required to be held for one
new Redefine International share 92.09259 42.87069 53.58836
The number of shares to be allocated will be calculated by dividing the total value of the dividend
otherwise receivable by the shareholder by the scrip dividend reference price. Any fractional entitlement
which:
- is less than one-half of a new Redefine International share, will be rounded down to the nearest
whole number;
- is equal to or greater than one-half of a new Redefine International share but less than a whole
new Redefine International share, will be rounded up to the nearest whole number; and
- no fractions of scrip dividend shares will be issued, nor will any residual entitlements be carried
forward to any future scrip dividend issue, and any amount of dividend not represented by scrip
dividend shares will not be paid or payable to the relevant shareholders in respect of that
dividend, but will be retained by the Company.
(c) Share entitlement: Shareholders on the South Africa share register:
For Redefine International shares traded on the JSE, the scrip dividend reference price will be calculated
as the average of the middle market quotations of a Redefine International share as provided by the JSE
for the last five dealing days on the JSE prior to 6 November 2014, less the amount of the dividend per
Redefine International share as converted into Rand at the exchange rate 17.871 ZAR to 1 GBP.
Accordingly the scrip dividend reference price applicable to shareholders on the SA share register is
870.2193 ZAR cents. The scrip dividend share allocation will be as follows:
PID element
Non-PID element (Gross) PID element (Net)
No. of shares required to be held for one
new Redefine International share 90.17499 41.97801 52.47251
The number of shares to be allocated will be calculated by dividing the total value of the dividend
otherwise receivable by the shareholder by the scrip dividend reference price. Any fractional entitlement
which:
- is less than one-half of a new Redefine International share, will be rounded down to the nearest
whole number;
- is equal to or greater than one-half of a new Redefine International share but less than a whole
new Redefine International share, will be rounded up to the nearest whole number; and
- no fractions of scrip dividend shares will be issued, nor will any residual entitlements be carried
forward to any future scrip dividend issue, and any amount of dividend not represented by scrip
dividend shares will not be paid or payable to the relevant shareholders in respect of that
dividend, but will be retained by the Company.
By way of illustration of the above, the scrip dividend share calculation will be as follows for a
shareholder who holds 100 shares:
Shareholders on the Shareholders on the
UK share register SA share register
Amount of non-PID dividend entitled to receive
(per (a) above x 100): 54.0 pence R 9.65034
No. of shares entitled to receive:
Calculation: 54 pence/49.73 pence R 9.65034/R8.702193
No. of new shares: 1 1
Amount of PID dividend entitled to receive (per
(a) above x 100): 92.8 pence R 16.58429
No. of shares entitled to receive:
R
Calculation: 92.8 pence/49.73 pence 16.58429/R8.702193
No. of new shares: 2 2
(ii) Shareholders receiving the cash dividend
Shareholders who do not make an election to receive shares will receive a cash dividend per share which will be
paid as follows:
Shareholders on the Shareholders on the
UK share register SA share register
Non-PID element 0.54 pence 9.65034 ZAR cents
Plus/or
PID element (gross) 1.16 pence 20.73036 ZAR cents
*Less 20% withholding tax 0.232 pence 4.14607 ZAR cents
PID element (net) 0.928 pence 16.58429 ZAR cents
* Certain categories of UK shareholders may apply for exemption, in which case the PID element will be paid
gross.
(iii) Notes for shareholders on the SA share register
On application by shareholders on the SA share register, 5 per cent of the 20 per cent UK withholding tax
deducted, in respect of the PID element of the cash dividend, is claimable from the UK’s HM Revenue &
Customs (“HMRC”), resulting in an effective UK withholding tax rate of 15 per cent. The Company will
account to HMRC in Pounds Sterling for the total UK withholding tax deducted. Settlement of any claims for
refund will be calculated and settled in Pounds Sterling by HMRC.
The information given in section (i) and (ii) above, as applicable, will assist with applications for refunds. For
information on PIDs and refund claims, including claim forms and guidance on how to complete them, visit
http://www.redefineinternational.com/investor-relations/real-estate-investment-trust/.
No secondary tax on companies (STC) credits will be available to be utilised against any South African
dividends tax withheld on the payment of the dividend. The number of shares in issue as at the declaration date
was 1,296,097,349 ordinary shares of 8 pence each.
SOUTH AFRICAN TAXATION SUMMARY
Where the dividend is paid in cash, it will constitute a foreign dividend and so will be exempt from South African
income tax, but subject to deduction of South African dividends tax unless an exemption or rebate applies. For cash
PIDs the liability to dividends tax will be offset by the net UK withholding tax of 15 per cent, resulting in no
dividends tax being deducted. For the cash non-PID element of 9.65034 ZAR cents per share, 15% SA dividends tax
(1.44755 ZAR cents per share) will be deducted unless an exemption or rebate applies. The net non-PID element will
therefore be 8.20279 ZAR cents per share. No fractions of scrip dividend shares will be issued, nor will any residual
entitlements be carried forward to any future scrip dividend issue, and any amount of dividend not represented by
scrip dividend shares will not be paid or payable to the relevant shareholders in respect of that dividend, but will be
retained by the Company.
It is also understood that a receipt of shares under the scrip dividend will not constitute a foreign dividend. Under
current legislation, such shares will not therefore be subject to dividends tax or income tax, but the full value of the
shares on eventual disposal will be subject to capital gains tax with no base cost allowed.
The above information, and the guidelines on the taxation of dividends, including when taken as scrip dividend shares,
contained in the circular, is provided as a general guide based on the Company’s understanding of the law and practice
currently in force. Any shareholder who is in any doubt as to their tax position should seek independent professional
advice.
OTHER CONSIDERATIONS
Shareholders are advised that the scrip dividend in foreign jurisdictions, other than South Africa and the United
Kingdom, may be restricted by prevailing laws and accordingly, shareholders in those jurisdictions will not be entitled
to elect to receive the scrip dividend and will receive the cash dividend. Such shareholders should inform themselves
about and observe any applicable legal requirements of such jurisdiction in relation to all aspects of either the cash
dividend or the scrip dividend that may affect them. It is the responsibility of such shareholder to satisfy himself as to
the full observation of the laws and regulatory requirements of the relevant foreign jurisdiction in connection with the
cash dividend or the scrip dividend, including the obtaining of any governmental, exchange or other consents or the
making of any filing which may be required, the compliance with other necessary formalities and the payment of any
issue, transfer or other taxes or other requisite payments due in such jurisdiction.
Redefine International is a UK REIT with a primary listing on the London Stock Exchange and a secondary listing on
the Johannesburg Stock Exchange.
6 November 2014
JSE sponsor
Java Capital
Date: 06/11/2014 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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