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Declaration And Finalisation Announcement - Cash Distribution With The Election To Reinvest And Posting Of Circular
SAFARI INVESTMENTS RSA LIMITED
Approved as a REIT by the JSE Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/015002/06)
Share code: SAR ISIN: ZAE000188280
(“Safari” or “the Company”)
DECLARATION AND FINALISATION ANNOUNCEMENT FOR THE CASH DISTRIBUTION WITH THE
ELECTION TO REINVEST AND POSTING OF CIRCULAR
The directors of Safari have approved and declared a gross cash distribution of 32 cents per share with
the election to reinvest the cash distribution in return for Safari shares in the ratio of 4.000 new Safari
shares for every 100 Safari shares held.
POSTING OF CIRCULAR
Safari will post a circular to shareholders tomorrow, 1 June 2016 setting out full particulars relating to the
cash distribution with the election to reinvest the cash distribution in return for Safari shares.
SALIENT DATES AND TIMES
The following salient dates and times are applicable to the cash distribution with the option to reinvest the
cash distribution for ordinary Safari shares:
Declaration and finalisation announcement on SENS for the Tuesday, 31 May 2016
cash distribution or share reinvestment alternative
Circular and enclosed forms posted to shareholders Wednesday, 1 June 2016
Last day to trade (“LDT”) cum distribution Friday, 17 June 2016
Shares to trade ex distribution Monday, 20 June 2016
Listing of maximum possible number of share reinvestment Wednesday, 22 June 2016
alternative shares commences on the JSE Limited (“JSE”)
Last day to elect to receive the share reinvestment alternative Friday, 24 June 2016
(no late forms will be accepted) at 12:00 (South African time)
Record date Friday, 24 June 2016
Announcement of results of cash distribution and share Monday, 27 June 2016
reinvestment alternative on SENS
Cheques posted to certificated shareholders and accounts Monday, 27 June 2016
credited by CSDP or broker to dematerialised shareholders
electing the cash alternative on or about
Share certificates posted to certificated shareholders and Wednesday, 29 June 2016
accounts credited by CSDP or broker to dematerialised
shareholders electing the share reinvestment alternative on or
about
Adjustment to shares listed on the JSE Limited on or about Friday, 1 July 2016
Notes:
1. Shareholders electing the share reinvestment 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 record date, which differs from
the conventional one day after record date settlement process.
2. Shares may not be dematerialised or rematerialised between commencement of trade on Monday, 20
June 2016 and the close of trade on Friday, 24 June 2016.
FRACTIONS
The option to elect the share reinvestment alternative will be based on and be calculated at 4.000 new
Safari shares for every 100 Safari shares held. The number of shares to which shareholders will become
entitled will be calculated on the following basis:
New Safari ordinary shares = (number of Safari ordinary shares held X 4.000 ÷ 100)
Trading in the electronic Strate environment does not permit fractions and fractional entitlements in
respect of shares. Accordingly, should a shareholder elect the share reinvestment alternative and should
the application of the abovementioned formula give rise to a fraction of a new share, such fraction will be
rounded down to the nearest whole number, resulting in the allocation of whole shares and a payment to
the shareholder in respect of the remaining cash amount due to that shareholder under the cash
distribution. The remaining cash amount portion will be subject to dividend tax as detailed in
belowmentioned paragraph.
TAX IMPLICATIONS
In accordance with Safari’s status as a Real Estate Investment Trust (“REIT”) shareholders are advised
that the 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 dividends on the shares will be deemed to be
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 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 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 in section 10(1)(k)(i) of the Income Tax Act. With effect from 1 January 2014, any dividend
received by a non-resident from a REIT will be 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 distribution amount due to non-resident shareholders is 27.2 cents per share with
the election to reinvest the cash distribution in return for Safari shares in the ratio of 3.400 new Safari
shares for every 100 Safari shares held. A reduced dividend withholding 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 a
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 for the South
African Revenue Service.
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.
Other information
- The ordinary issued share capital of Safari is 182 182 319 ordinary shares of no par value
before any election to reinvest the cash distribution.
- Income tax reference number of Safari: 9012/264/14/0.
- The share reinvestment alternative is based on a share price of R8.00 per Safari share.
The Safari board of directors (“Board”) has authorised the share reinvestment alternative price of R8.00
per share, due to Safari having a higher net asset value of approximately R8.70 per share and the Board
being of the view that the share trading in the open market is currently undervalued trading at a 30 day
VWAP of R7.31 as at Thursday, 19 May 2016.
Shareholders are encouraged to consult their professional advisors should they be in any doubt as to the
appropriate action to take.
31 May 2016
Pretoria
Sponsor and corporate adviser: PSG Capital
Date: 31/05/2016 12:00:00 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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