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Notice to Redefine International shareholders in respect of an election to receive either a cash or a scrip dividend
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”)
NOTICE TO REDEFINE INTERNATIONAL SHAREHOLDERS IN RESPECT OF AN ELECTION TO RECEIVE EITHER A CASH DIVIDEND OR A SCRIP DIVIDEND
CASH DIVIDEND OR SCRIP DIVIDEND
Shareholders were advised today, Tuesday, 26 April 2016 that the board of directors of the Company (the “board”) had
approved an interim dividend of 1.625 pence per share in respect of the six months ended 29 February 2016 and that the
board intends offering shareholders a cash dividend or 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”).
A circular to Redefine International shareholders in respect of the election being offered to Redefine International
shareholders to receive either the cash dividend or the scrip dividend, together with an election form, has been posted to
shareholders on Tuesday, 26 April 2016 (the “circular”).
Redefine International confirms that, in accordance with LR 9.6.2 R of the Listing Rules of the UKLA, a copy of the
circular was submitted to the UK’s National Storage Mechanism on 26 April 2016. The circular is available for inspection
at: http://www.morningstar.co.uk/uk/NSM and can also be viewed on the Company’s website,
www.redefineinternational.com.
Terms defined in the circular shall bear the same meaning in this announcement.
A cash dividend will be paid to shareholders unless they elect to receive the scrip dividend. Please note that shareholders
recorded on the UK share register who had previously elected to receive a scrip dividend will, unless they take steps to
revoke their mandate, be deemed to have elected to receive the scrip dividend.
Should a shareholder elect to receive the scrip dividend, such shareholder will become entitled to a number of new
Redefine International shares, the value of which will be at a premium to the cash dividend such shareholder would have
otherwise received, derived from a scrip dividend reference price discounted by 2%. A shareholder’s entitlement to new
Redefine International shares will be calculated by multiplying the number of shares held by that shareholder at the record
date by the dividend per share of 1.625 pence and dividing it by the scrip dividend reference price, being a 2% discount to
the average closing price of Redefine International shares traded on the LSE over a period of five days (less the amount of
the cash dividend). Where UK withholding tax has to be accounted for, the calculation will be by reference to the net
amount of the cash dividend per share, accounting for the current applicable withholding tax rate.
For Redefine International shares on the South African share register, the scrip dividend reference price will be converted
to Rand at a specified conversion rate.
Redefine International reserves the right to reduce the number of new Redefine International shares issued to an electing
shareholder in respect of the scrip dividend if the issue of such shareholder’s full allocation of new Redefine International
shares would result in that shareholder (individually or together with any associates or shareholders deemed to be acting
in concert with such shareholder) having an interest in Redefine International shares that would ordinarily require the
shareholder (or group of shareholders) to make a mandatory cash offer for Redefine International pursuant to Rule 9 of
the UK City Code on Takeovers and Mergers. In such circumstances, the shareholder will receive the balance of their
entitlement as a cash dividend on the basis of 1.625 pence per share.
The Company will on Friday, 6 May 2016 announce:
- whether the dividend will be paid as a property income distribution (PID), an ordinary dividend (non-PID) or a
mixture of the two;
- the scrip reference price; and
- the Pound Sterling to Rand conversion rate.
The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in Redefine
International and to retain flexibility with regard to the Company’s cash resources.
The cash dividend will be paid out of the Company’s distributable profits.
As at the date of this announcement, the Company had 1 766 155 123 ordinary shares of 8 pence each in issue.
SALIENT DATES AND TIMES
For shareholders on the UK share register
2016
Announcement of scrip dividend reference price and whether the dividend will be paid Friday, 6 May
as a PID, a non-PID, or a mixture of the two released on RNS on or before
Last day to trade in order to be eligible for the cash dividend or alternatively the scrip Wednesday, 18 May
dividend
Shares commence trading ex the cash dividend or scrip dividend Thursday, 19 May
Record date for shareholders recorded on the UK share register Friday, 20 May
Closing date for receipt of completed election forms by no later than 11:00 (UK time) Friday, 20 May
Announcement on RNS of the amount of new Redefine International shares issued Friday, 27 May
Dispatch of share certificates, payment of cash dividend, CREST accounts Monday, 6 June
credited/updated and new Redefine International shares listed on the LSE
Notes:
1. All dates and times quoted above are local dates and times in the United Kingdom. The above dates and times are subject to change. Any
changes will be released on RNS.
2. Redefine International shareholders are referred to page 7 of this circular for information on the action required to be taken by them.
3. Shares may not be dematerialised or rematerialised, nor may transfers of shares between sub-registers in the United Kingdom and South
Africa take place between Monday, 16 May 2016 and Friday, 20 May 2016, both days inclusive.
For shareholders on the South African share register
2016
Announcement of conversion rate, scrip dividend reference price and whether the dividend Friday, 6 May
will be paid as a PID, a non-PID, or a mixture of the two released on SENS on or before
Last day to trade in order to be eligible for the cash dividend or alternatively the scrip Friday, 13 May
dividend
Shares commence trading ex the cash dividend or scrip dividend Monday, 16 May
Record date for shareholders recorded on the South African share register Friday, 20 May
Closing date for receipt of completed election forms by no later than 12:00 (South African Friday, 20 May
time)
Announcement on SENS of the amount of new Redefine International shares issued Friday, 27 May
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts Monday, 6 June
credited/updated and new Redefine International shares listed on the JSE
Notes:
1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes
will be released on SENS.
2. Redefine International shareholders are referred to page 7 of this circular for information on the action required to be taken by them.
3. Shareholders should note that new Redefine International shares should not be traded until the new Redefine International shares
are issued or reflect in their accounts with their CSDP or broker on Monday, 6 June 2016.
4. Share certificates may not be dematerialised or rematerialised nor may transfers of shares between sub-registers in the United Kingdom and
South Africa take place between Monday, 16 May 2016 and Friday, 20 May 2016, both days inclusive.
5. Shareholders on the South African share register will receive a cash dividend in South African Rand, based on the conversion rate. An
announcement in this respect will be made on or before Friday, 6 May 2016.
DIVIDENDS TAX IMPLICATIONS
Shareholders on the South African register
Cash PIDs
A 20 per cent UK withholding tax will be deducted from cash PIDs. On application by a shareholder on the SA share
register, a 5 per cent rebate is claimable from HMRC, resulting in an effective UK withholding tax rate of 15 per cent.
South African dividends tax, at the rate of 15%, will apply to cash PIDs payable by the Company unless the beneficial
owner of the dividend is exempt from dividends tax (e.g. if it is a South African resident company); however should be
reduced to nil as a result of at least 15 per cent UK withholding tax already having been borne.
Cash non-PIDs
South African dividends tax at the rate of 15 per cent will apply to cash non-PIDs paid by the Company, unless the
beneficial owner of the dividend is exempt from dividends tax (e.g. if the beneficial owner is a South African company or
a non-South African resident). Since no withholding tax is suffered in the UK on cash non-PIDs, no rebate can be
claimed. The relevant regulated intermediary (being the SA transfer secretaries or other CSDP or institution, as
applicable) will therefore be required to deduct 15 per cent tax on all cash non-PID’s paid to persons who are not exempt
from dividends tax in South Africa, and pay this to the South African Revenue Service on the beneficial owner’s behalf.
New Redefine International shares issued pursuant to the scrip dividend
As new Redefine International shares issued pursuant to the scrip dividend should not constitute dividends or foreign
dividends, dividends tax does not apply to that part of any dividend satisfied by the issue of new Redefine International
shares where such new Redefine International shares are provided in lieu of the dividend. However, the legislation in this
regard is complex and its implementation is currently uncertain and shareholders should accordingly seek independent
professional tax advice.
UK taxation
The receipt of the cash dividend or election to receive the scrip dividend may have tax implications for shareholders who
are resident in the United Kingdom or other countries and such shareholders are advised to obtain appropriate advice from
their professional advisors in this regard.
For further information:
Redefine International P.L.C.
Donald Grant Tel: +44 (0) 20 7811 0100
FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey, Ellie Sweeney Tel: +44 (0) 20 3727 1000
FTI Consulting
SA Public Relations Adviser
Max Gebhardt Tel: + 27 (0) 11 214 2402
JSE Sponsor
Java Capital Tel: + 27 (0) 11 722 3050
Redefine International is an opportunistic, income focused FTSE 250 UK Real Estate Investment Trust (UK-REIT)
committed to delivering superior distributions to its shareholders throughout the property cycle. Our income driven total
returns are underpinned by a diversified portfolio, together with an efficient capital structure.
The property portfolio, independently valued at £1.5 billion, is focused in Europe's two strongest economies, being the
United Kingdom and Germany. The portfolio is weighted towards well-located properties across retail, commercial and
hotel sectors, which benefit from strong demand and from which we believe we can capture income and value growth by
attracting high calibre occupiers on long leases.
We hold a primary listing on the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange
and are included within the FTSE 250 and EPRA indices.
For more information on Redefine International, please refer to the Company's website www.redefineinternational.com.
26 April 2016
JSE Sponsor
Java Capital
Date: 26/04/2016 08:05:00 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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