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2014 Final Dividend: Timetable, Exchange Rate and Scrip Pricing
INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: ITU
2014 FINAL DIVIDEND:
TIMETABLE, EXCHANGE RATE AND SCRIP CALCULATION PRICES
On 27 February 2015, the Directors announced a final dividend for 2014 of 9.1 pence per
ordinary share payable on 28 May 2015 (the “Dividend”). As confirmed on 24 March 2015, the
Directors are offering shareholders a scrip alternative to the 2014 final cash dividend. The
dividend will be paid as follows:
• If taken in cash, this dividend will be wholly paid as a Property Income Distribution (“PID”)
which will be subject to deduction of a 20 per cent UK withholding tax unless exemptions
apply.
• Shareholders who make an election to receive shares will receive shares based on 9.1
pence being paid as a non-PID, which will be treated as an ordinary UK company
dividend.
The Company is now pleased to announce the share price applicable to the scrip alternative
to the cash dividend and, for its South African shareholders, the exchange rate applicable to
the dividend. The salient dates for payment of the dividend published in the announcement
dated 24 March 2015 remain unchanged.
Further details of the scrip dividend alternative are contained in the Scrip Dividend Scheme
Booklet, and the related Election forms, which are available from www.intugroup.co.uk and
from the Company’s Registrars.
(i) Shareholders receiving the dividend in cash:
The Company confirms that the South African Rand exchange rate for the 2014 final dividend
will be 18.021 ZAR to 1 GBP. Shareholders who do not make an election to receive shares
will receive a cash dividend per ordinary share which will be paid wholly as a PID as follows:
UK Shareholders SA Shareholders
Gross amount of PID GBP pence 9.10p 163.99110 ZA cents
*Less 20% withholding tax GBP pence 1.82p 32.79822 ZA cents
Net PID dividend payable GBP pence 7.28p 131.19288 ZA cents
*Certain categories of UK shareholder may apply for exemption, in which case the PID will be paid gross.
(ii) Shareholders who elect to take shares:
(a) Dividend equivalent values:
Shareholders who make an election to receive shares instead of the cash dividend will
receive shares with a value equivalent to a dividend per ordinary share as follows:
UK Shareholders SA Shareholders
Non-PID dividend GBP pence 9.1p 163.99110 ZA cents
(b) Share entitlement: Shareholders on the UK share register:
The price setting period for the Scrip price calculation was 24 March to 30 March 2015
inclusive. Based on the average middle market quotations for each day in the price setting
period on the LSE less the gross amount of dividend as set out above, the Scrip Calculation
Price applicable to UK shareholders is GBP pence 346.520. The scrip share allocation will be
as follows:
Non-PID
dividend
No. of shares required to be held for one new share 38.079
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 Calculation Price and rounding
down to the nearest whole number. Any fractional entitlement, i.e. the total value of the
dividend receivable less the value of the shares allocated, will be paid out as cash but still
treated as a non-PID dividend.
(c) Share entitlement: Shareholders on the South Africa share register:
The exchange rate for the calculation of share entitlement is as stated above, 18.021 ZAR to
1 GBP. The price setting period for the Scrip price calculation was 24 March to 30 March
2015 inclusive. Based on the average middle market quotations for each day in the price
setting period on the JSE less the gross amount of dividend as set out above, the Scrip
Calculation Price applicable to South African shareholders is 6,147.63 ZA cents. The scrip
share allocation will be as follows:
Non-PID
dividend
No. of shares required to be held for one new share 37.48758
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 Calculation Price and rounding
down to the nearest whole number. Any fractional entitlement (which for these purposes will
be treated as a residual dividend), i.e. the total value of the dividend receivable less the value
of the shares allocated, will be paid out as cash but still treated as a non-PID dividend.
By way of illustration of the above, the scrip share calculation will be as follows for a
shareholder who holds 100 shares:
Non-PID dividend
Amount of dividend entitled to receive (per
R163.99110
(a) above x 100):
No. of shares entitled to receive:
Calculation: 100/37.48758
No. of new shares: 2.66755
Example of fractional entitlement calculation:
Fraction (from above): 0.66755
Fractional entitlement (paid in cash):
R41.03850
(multiply fraction by scrip price)
(iv) Notes for South African shareholders
On application by South African shareholders, 5 per cent of the 20 per cent UK withholding
tax deducted from a PID 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 sterling for the total UK withholding tax deducted. Settlement of any claims for
refund will be calculated and settled in sterling by HMRC.
The information given in section (i) above 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.intugroup.co.uk/investors/shareholders-bondholders/real-
estate-investment-trust/.
No secondary tax on companies (STC) credits will be available to be utilised against any SA
Dividends Tax withheld on the payment of the interim dividend. The number of shares in issue
as at the declaration date was 1,316,862,502 ordinary shares of 50p each.
SA Taxation summary:
Where the 2014 final 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 SA 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.
Where an election to receive shares under the Scrip Dividend Scheme has been made it is
our understanding that it 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. It
is also our understanding that where an election to receive shares under the Scrip Dividend
Scheme has been made, any fractional entitlements paid in cash to shareholders will be
treated in the same manner as that applicable to the underlying element of the dividend, in
this case a non-PID. Therefore cash residuals payable to shareholders electing to receive
shares in respect of the 2014 final dividend will be subject to deduction of South African
Dividends Tax.
The above information, and the guidelines on the taxation of dividends, including when taken
as scrip shares, contained in the Scheme Booklet, 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.
Sponsor
Merrill Lynch South Africa (Pty) Ltd
1 APRIL 2015
Date: 01/04/2015 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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