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Notice of an election for cash or 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: IM00B8BV8G91
(“Redefine International”)
NOTICE OF AN ELECTION FOR CASH OR SCRIP DIVIDEND
On Thursday, 27 October 2016, it was announced that the board of directors of the Company (the “board”) had approved a
second interim dividend of 1.575 pence per share in respect of the year ended 31 August 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 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 Thursday, 27 October 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 27 October 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’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
1.575 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 to be announced on 8 November 2016.
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 1.575 pence per share.
The Company will on Tuesday, 8 November 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 Rand to Euro 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 1 794 598 650 ordinary shares of 8 pence each in issue.
SALIENT DATES AND TIMES
For shareholders on the UK share register
2016
Announcement of conversion rate, scrip dividend reference price and whether the dividend will Tuesday, 8 November
be paid 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 dividend Wednesday, 16 November
Shares commence trading ex the cash dividend or scrip dividend Thursday, 17 November
Record date for shareholders recorded on the UK share register Friday, 18 November
Closing date for receipt of completed election forms by no later than 10:00 (UK time) Friday, 18 November
Announcement on RNS of the amount of new Redefine International shares issued Friday, 25 November
Dispatch of share certificates, payment of cash dividend, CREST accounts credited/updated and Monday, 12 December
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 the circular for information on the action required to be taken by them.
3. Shares may not be dematerialised or rematerialised between Wednesday, 16 November 2016 and Friday, 18 November
2016, both days inclusive.
4. No transfer of shares between sub-registers in the United Kingdom and South Africa may take place between Tuesday,
8 November 2016 and Friday, 18 November 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 will Tuesday, 8 November
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 dividend Tuesday, 15 November
Shares commence trading ex the cash dividend or scrip dividend Wednesday, 16 November
Record date for shareholders recorded on the SA share register Friday, 18 November
Closing date for receipt of completed election forms by no later than 12:00 (South African time) Friday, 18 November
Announcement on SENS of the amount of new Redefine International shares issued Friday, 25 November
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts credited/updated Monday, 12 December
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 the 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, 12 December
2016.
4. Shares may not be dematerialised or rematerialised between Wednesday, 16 November 2016 and Friday, 18 November
2016, both days inclusive.
5. No transfer of shares between sub-registers in the United Kingdom and South Africa may take place between Tuesday,
8 November 2016 and Friday, 18 November 2016, both days inclusive.
6. Shareholders on the SA share register will receive a cash dividend in South African Rand, based on the conversion rate.
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
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
Instinctif
SA Public Relations Adviser
Frederic Cornet, Lizelle du Toit Tel: +27 (0) 11 447 3030
JSE Sponsor
Java Capital Tel: + 27 (0) 11 722 3050
27 October 2016
Note to editors:
About Redefine International
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, enabled by a diversified portfolio.
Our income driven total returns are underpinned by a quality and segmented portfolio, together with an efficient capital structure.
We are committed to delivering superior distributions to our shareholders, as is evidenced in our proven track record in delivering
market-leading dividends throughout the property cycle.
The property portfolio, independently valued at £1.5 billion, is focused in Europe's two strongest economies, being the United
Kingdom and Germany, within the retail, commercial and hotel sectors. The portfolio is weighted towards well-located properties
across a range of asset classes, 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.
Date: 27/10/2016 08:01:00 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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