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Finalisation announcement in respect of the interim dividend for the six months ended 28 February 2015
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 28 FEBRUARY 2015
Redefine International shareholders are referred to the announcement released on 29 April 2015 wherein shareholders
were advised that the board of directors (“the board”) of the Company had declared an interim dividend of 1.60 pence
per share (the “dividend”) in respect of the six months ended 28 February 2015 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”). It
was announced that the total dividend to be paid will be paid as follows:
- If taken in cash, the cash dividend will comprise wholly of a property income distribution (“PID”). The PID
will be subject to a 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 0.48 pence (30%) being
paid as a PID and 1.12 pence (70%) being paid as a non-PID. As a non-PID, this will be treated as an ordinary
UK company dividend, with no withholding tax deducted.
The Company is now pleased to announce the scrip dividend 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 April 2015 remain unchanged.
Further details to the scrip dividend are contained in the circular which was posted on 29 April 2015 (the “circular”),
and the related election forms, which are available from www.redefineinternational.com and on the website of the
Company’s SA transfer secretaries, Computershare Investor Services (Proprietary) Limited (www.computershare.com), 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 receiving the cash dividend
The Company confirms that the South African Rand exchange rate for the dividend will be 18.3008 ZAR to 1
GBP. 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
PID element (gross) 1.60 pence 29.28128 ZAR cents
*Less 20% withholding tax 0.32 pence 5.85626 ZAR cents
PID element (net) 1.28 pence 23.42502 ZAR cents
* Certain categories of UK shareholders may apply for exemption, in which case the PID element will be paid gross.
(ii) Shareholders who elect to receive shares
(a) Dividend equivalent values:
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 1.12 pence 20.49690 ZAR cents
Plus/or
PID element (gross) 0.480 pence 8.78438 ZAR cents
*Less 20% withholding tax 0.096 pence 1.75688 ZAR cents
PID element (net) 0.384 pence 7.02750 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 8 May 2015, 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 56.68 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 50.60714 118.08333 147.60417
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 8 May 2015, less the amount of the dividend per
Redefine International share as converted into Rand at the exchange rate 18.3008 ZAR to 1 GBP.
Accordingly the scrip dividend reference price applicable to shareholders on the SA share register is
1,041.31872 ZAR. 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 50.80372 118.54208 148.17769
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): 112 pence R20.49690
No. of shares entitled to receive:
Calculation: 112 pence/56.68 pence R20.49690/R10.41319
No. of new shares: 2 2
Amount of PID dividend entitled to receive (per
(a) above x 100): 48 pence R8.78438
No. of shares entitled to receive:
Calculation: 48 pence/56.68 pence R8.78438/R10.41319
No. of new shares: 1 1
(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 1,451,322,973 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. 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.
8 May 2015
JSE sponsor
Java Capital
Date: 08/05/2015 12:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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