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FAIRVEST PROPERTY HOLDINGS LIMITED - Dividend with election to reinvest: tax treatment and salient dates

Release Date: 08/09/2016 07:10
Code(s): FVT     PDF:  
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Dividend with election to reinvest: tax treatment and salient dates

FAIRVEST PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/005011/06)
Share code: FVT ISIN: ZAE 0000203808
(Approved as a REIT by the JSE)
(“Fairvest”)

DIVIDEND WITH ELECTION TO REINVEST: TAX TREATMENT AND SALIENT DATES

Shareholders are referred to Fairvest’s audited summarised consolidated results for the year ended 30
June 2016, as published on SENS today, 8 September 2016, wherein shareholders were advised that
Fairvest’s board of directors has approved and declared a final gross distribution of 8.489 cents per share
for the six-month period ended 30 June 2016, payable to shareholders registered as such at the close of
business on Friday, 14 October 2016.

Shareholders will be entitled, in respect of all or part of their shareholdings, to elect to reinvest the net
cash dividend of 8.489 cents per share, in return for Fairvest ordinary shares (“Reinvestment
Alternative”), failing which they will receive the cash dividend. Further details regarding the Reinvestment
Alternative will be set out in a circular to shareholders, to be issued on or about 21 September 2016.

The entitlement of shareholders to elect to participate in the Reinvestment Alternative is subject to the
board, either itself or through a board sub-committee appointed to set the pricing and terms of the
Reinvestment Alternative, having the discretion to withdraw the entitlement to elect the Reinvestment
Alternative should market conditions warrant such action. A withdrawal of the entitlement to elect the
Reinvestment Alternative would be communicated to shareholders before the publication of the
finalisation announcement on Tuesday, 27 September 2016.

SALIENT DATES AND TIMES

Please see below the salient dates relating to the cash dividend and Reinvestment Alternative:

 SALIENT DATES AND TIMES                                                                                  2016

 Circular and form of election posted to Shareholders                                             Wednesday, 21 September

 Announcement of Reinvestment Alternative issue price, ratio and finalisation information on      Tuesday, 27 September
 SENS

 Last day to trade cum dividend (“LDT”)                                                           Tuesday, 11 October

 Trading commences ex dividend                                                                    Wednesday, 12 October

 Listing of maximum possible number of Shares to be issued under the Reinvestment                 Friday, 14 October
 Alternative

 Last day to elect to receive Reinvestment Alternative by 12:00 (South African time) on           Friday, 14 October

 Record date                                                                                      Friday, 14 October

 Payment of cash dividend on or about                                                             Monday, 17 October

 Announcement of the results of the dividend on SENS                                              Monday, 17 October

 Share certificates posted and CSDP/broker accounts updated in respect of Reinvestment            Wednesday, 19 October
 Alternative on or about

 Adjustment of number of new Shares listed on or about                                            Friday, 21 October


Notes:   1. Shareholders electing the Reinvestment Alternative, should note that settlement of the Shares will occur 3 business
            days after the Record Date, which differs from the conventional one business day after the record date settlement
            process.
         2. Shares may not be dematerialised or rematerialised between Wednesday, 12 October 2016 and Friday, 14 October
            2016, both days inclusive.
         3. The above dates and times are subject to change. Any changes will be announced on SENS

TAX IMPLICATIONS

In accordance with Fairvest’s status as a REIT, shareholders are advised that the distribution meets the
requirements of a “qualifying distribution” for the purposes of section 25BB of the Income Tax Act, 58 of
1962 (“Income Tax Act”). The distribution on the shares will be deemed to be a dividend, for South African
tax purposes, in terms of section 25BB of the Income Tax Act. Accordingly, qualifying distributions received
by local tax residents must be included in the gross income of such shareholders (as a non-exempt
dividend in terms of section 10(1)(k)(aa) of the Income Tax Act), with the effect that the qualifying
distribution is taxable as income in the hands of the shareholder.

These qualifying distributions are, however, exempt from dividend withholding tax in the hands of South
African tax resident shareholders, provided that the South African resident shareholders have provided
the following forms to their Central Securities Depository Participant (“CSDP”) or broker, as the case may
be, in respect of uncertificated shares, or the transfer secretaries, in respect of certificated shares:

    a) a declaration that the distribution is exempt from dividends tax; and

    b) a written undertaking to inform the CSDP, broker or the Transfer Secretaries, as the case may be,

both in the form prescribed by the Commissioner for the South African Revenue Service. Shareholders are
advised to contact their CSDP, broker or the transfer secretaries, as the case may be, to arrange for the
abovementioned documents to be submitted prior to payment of the distribution, if such documents have
not already been submitted.

Qualifying distributions received by non-resident shareholders will not be taxable as income and instead
will be treated as ordinary dividends but which are exempt in terms of the usual dividend exemptions per
section 10(1)(k) of the Income Tax Act. Any qualifying distribution received by a non-resident from a REIT
will be subject to dividend withholding 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 shareholder. Assuming dividend withholding tax will be withheld at a rate of 15%, the
net amount due to non-resident shareholders will be 7.21565 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 the
uncertificated shares, or the transfer secretaries, in respect of certificated shares:

    a) a declaration that the dividend is subject to a reduced rate as a result of the application of a DTA;
      and

    b) a written undertaking to inform their CSDP, broker or the Transfer Secretaries, 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. Non-resident
shareholders are advised to contact their CSDP, broker or the Transfer Secretaries, as the case may be, to
arrange for the abovementioned documents to be submitted prior to payment of the distribution if such
documents have not already been submitted, if applicable.

Local tax resident shareholders as well as non-resident shareholders are encouraged to consult their
professional advisors should they be in any doubt as to the appropriate action to take.

FURTHER IMPFORMATION

Trading in the Strate environment does not permit fractions and fractional entitlements. Where a
shareholder’s entitlement to the shares in relation to the Reinvestment Alternative, calculated in
accordance with the ratio to be announced in the finalisation announcement, gives rise to an entitlement
to a fraction of a new share, such fraction will be rounded down to the nearest whole number with the
cash balance of the dividend being paid to the shareholders.

Shares in issue at the date of declaration of the final distribution: 658 261 805

Fairvest income tax reference number: 9205/066/06/1


8 September 2016

Cape Town


Sponsor: PSG Capital Proprietary Limited

Date: 08/09/2016 07:10:00 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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