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Declaration of special cash dividend and re-investment alternative and posting of circular
Growthpoint Properties Limited
REIT status approved
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT ISIN ZAE000179420
(“Growthpoint”)
DECLARATION OF SPECIAL CASH DIVIDEND AND RE-INVESTMENT ALTERNATIVE AND POSTING OF
CIRCULAR
Special cash dividend with election to re-invest the cash dividend in return for Growthpoint shares:
Reference is made to the joint finalisation announcement (“Finalisation Announcement”) released by
Growthpoint and Acucap Properties Limited (“Acucap”) on the Securities Exchange News Service (“SENS”)
on Thursday, 12 March 2015 detailing that all conditions precedent to the offer by Growthpoint to acquire
all of the shares in Acucap that it does not already own by way of scheme of arrangement (the “Scheme”)
had been fulfilled and that, inter alia, in anticipation of the implementation of the Scheme, Growthpoint
would declare a special dividend for the three month period ended 31 March 2015.
Notice is accordingly hereby given of the declaration of a special cash dividend number 58 of 44,50000
cents per Growthpoint share for the three month period ended 31 March 2015 (“Special Cash Dividend”).
Furthermore, shareholders will be entitled to elect to re-invest the Special Cash Dividend in respect of all
or part of their shareholdings (“Share Alternative”). A circular detailing the terms of the Share Alternative,
together with a form of election, will be posted to shareholders today and an announcement relating to the
finalisation of the Share Alternative issue price will be released on SENS on Friday, 10 April 2015 in
accordance with salient dates and times set out below.
Other information:
- issued shares at 1 April 2015: 2 377 394 065 ordinary shares of no par value
- Income Tax Reference Number of Growthpoint: 9375/077/71/7
- number of Growthpoint treasury shares: 25,483,333
Tax implications:
In accordance with Growthpoint’s status as a Real Estate Investment Trust (“REIT”) with effect from 1 July
2013, shareholders are advised that the Special Cash Dividend 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 Cash Dividends on the shares will be deemed to be taxable dividends for South African tax purposes
in terms of section 25BB of the Income Tax Act.
Tax implications for South African resident shareholders
Dividends received by or accrued to South African tax residents must be included in the gross income of
such shareholders and will not be exempt from the 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. These dividends are however exempt from dividend withholding tax (Dividend Tax) in
the hands of South African resident shareholders provided that the South African resident shareholders have
provided to the Central Securities Depository Participant (“CSDP”) or broker, as the case may be, in respect
of uncertificated shares, or the company, in respect of certificated shares, a DTD(EX) (Dividend Tax:
Declaration and undertaking to be made by the beneficial owner of a share) form to prove their status as
South African residents.
If resident shareholders have not submitted the abovementioned documentation to confirm their status as
South African residents, they are advised to contact their CSDP or broker, as the case may be, to arrange
for the documents to be submitted prior to the payment of the dividend.
Tax implications for non-resident shareholders
Dividends received by non-resident shareholders from a REIT 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) of the Income Tax Act. With effect from 1 January 2014, any dividend received
by a non-resident from a REIT is 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 shareholder. Assuming Dividend Tax will be withheld at a rate of 15%, the net
amount due to non-resident shareholders is 37,82500 cents per share. A reduced dividend withholding tax
rate in terms of the applicable DTA may only be relied on if the non-resident shareholder has provided the
following forms to their CSDP or broker, as the case may be, in respect of uncertificated shares, or the
company, in respect of certificated shares:
- –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 company, 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 shareholders are advised to contact the CSDP, broker or the company, as the
case may be, to arrange for the abovementioned documents to be submitted prior to payment of the
dividend if such documents have not already been submitted.
Summary of salient dates relating to the Special Cash Dividend and Share Alternative are as follows:
2015
Circular and form of election posted to shareholders Wednesday, 1 April
Announcement of Share Alternative issue price and finalisation information Friday, 10 April
Last day to trade (“LDT”) cum dividend Friday, 17 April
Shares to trade ex dividend Monday, 20 April
Listing of maximum possible number of share alternative shares commences on the
JSE Limited Wednesday, 22 April
Last day to elect to receive the share alternative (no late forms of election will be
accepted) at 12:00 (South African time) Friday, 24 April
Record date Friday, 24 April
Announcement of results of Special Cash Dividend and Share Alternative on SENS Tuesday, 28 April
Cheques posted to certificated shareholders and accounts credited by CSDP or broker
to dematerialised shareholders electing the cash alternative on or about Tuesday, 28 April
Share certificates posted to certificated shareholders and accounts credited by CSDP
or broker to dematerialised shareholders electing the Share Alternative on or about Thursday, 30 April
Adjustment to shares listed on or about Thursday, 30 April
Notes:
1. Shareholders electing the Share Alternative are alerted to the fact that the new shares will be
listed on LDT + 3 and that these new shares can only be traded on LDT + 3, due to the fact that
settlement of the shares will be three days after the record date, which differs from the
conventional one day after record date settlement process.
2. Shares may not be dematerialised between commencement of trade on Monday, 20 April 2015 and
the close of trade on Friday, 24 April 2015.
3. The above dates and times are subject to change. Any changes will be released on SENS and
published in the press.
4. The Special Cash Dividend will be paid for all issued Growthpoint shares, including those
Growthpoint shares issued on 1 April 2015 in relation to the dividend re-investment plan for
Growthpoint’s interim dividend for the six month period ended 31 December 2014.
Sandton
1 April 2015
Sponsor and Investment Bank to Growthpoint
Investec Bank Limited
Date: 01/04/2015 10:45:00 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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