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Notice of First Distribution to Shareholders as a REIT and Withdrawal of Cautionary Announcement
ORION REAL ESTATE LIMITED
Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000201695
("Orion Real Estate" or “the Company”)
NOTICE OF FIRST DISTRIBUTION TO SHAREHOLDERS AS A REIT AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated 3 October 2016 and are advised that
the Company has retained its REIT status as defined in the JSE Listings Requirements.
Shareholders are advised that a distribution of 2.35 cents per share has been declared payable in cash
to shareholders in respect of the year ended 30 June 2015.
This is the first distribution to shareholders since the transition of the Company to a REIT.
Orion was granted REIT status by the JSE with effect from 10 April 2015 in line with the REIT structure
as provided for in the Income Tax Act, 58 of 1962, as amended from time-to-time (the “Income Tax
Act”) and section 13 of the JSE Listings Requirements. The JSE approved Orion’s status as a REIT
provided that after 1 July 2015 the ratio of the company’s total consolidated liabilities to total
consolidated assets must be based on the total consolidated liabilities as reflected in the IFRS financial
statements and no separate adjustment may be made for any debentures. This condition was met
and the Company properly prepared its Annual Financial Statements and filed its tax returns as a REIT
for the year ended 30 June 2015. It is also noted that the tax assessment was received during
September 2016 and the qualifying distribution has been allowed by SARS. The distribution was
erroneously not made within the 6 month period in terms of the JSE Listings Requirements during the
Company’s transition to a REIT due to the unfortunate passing of two Financial Directors of Orion
within less than 12 months over this period.
The REIT structure is a tax regime that allows a REIT to deduct qualifying distributions paid to
investors, in determining its taxable income.
Qualifying distributions received by resident Orion shareholders 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 Orion
shareholder. However, these qualifying distributions are exempt from dividends withholding tax,
provided that the South African resident shareholders have provided the following forms to their
CSDP or broker, in respect of uncertificated shares, or the Company, in respect of certificated shares:
- a declaration that the dividends are exempt from dividends tax; and
- a written undertaking to inform the CSDP, broker or the Company, as the case may be, should
the circumstances affecting the exemption 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. Shareholders are advised to contact their CSDP, broker or the Company, as
the case may be, to arrange for the above mentioned documents to be submitted prior to
payment of the distribution, if such documents have not already been submitted.
- Qualifying distributions received by non-resident Orion shareholders will not be taxable as
income and instead will be treated as ordinary dividends which are exempt in terms of the usual
dividend exemptions per section 10(1)(k) of the Income Tax Act. It should be noted that any
qualifying distribution will be subject to dividends 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 dividends withholding tax rate of 15%, the net dividend amount due to non-resident
shareholders is 1.99750 cents per share. A reduced dividend withholding rate in terms of the
applicable DTA may only be relied upon if the non-resident shareholder has provided the following
forms to their CSDP or broker 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 their 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. Non-resident shareholders are advised to contact their CSDP, broker or the
Company, as the case may be, to arrange for the above mentioned documents to be submitted
prior to payment of the dividend if such documents have not already been submitted, if
applicable.
Shareholders’ attention is drawn to the following salient dates:
Last day to trade cum dividend Tuesday, 1 November 2016
Trading commences ex dividend Wednesday, 2 November 2016
Record date for payment of the distribution Friday, 4 November 2016
Date of payment of the distribution Monday, 7 November 2016
Shares may not be rematerialised or dematerialised between 2 November and 4 November 2016, both
days inclusive.
Any changes to the salient dates will be announced on SENS.
Orion’s income tax reference number is 976 919 6719. Orion currently has 630 698 688 shares in
issue.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that pursuant to the above declaration of the distribution for the year ended
30 June 2015, the cautionary announcement is now withdrawn.
By order of the board
Johannesburg
14 October 2016
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 14/10/2016 04:58:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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,
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