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Notice to Redefine International shareholders in respect of an election to receive either a 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” 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
On Wednesday, 26 April 2017 it was announced that the board of directors of the Company (the “board”) had approved an interim
dividend of 1.3 pence per share in respect of the six months ended 28 February 2017 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 Friday,
28 April 2017 (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 28 April 2017. 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 1.3 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 with 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 1.3 pence per share.
The Company will on Tuesday, 30 May 2017 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 GBP 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 1 811 739 822 ordinary shares of 8 pence each in issue.
SALIENT DATES AND TIMES
For shareholders on the UK share register
2017
Announcement of conversion rate, scrip dividend reference price and whether Tuesday, 30 May
the dividend will 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 Wednesday, 7 June
scrip dividend
Shares commence trading ex the cash dividend or scrip dividend Thursday, 8 June
Record date for shareholders recorded on the UK share register Friday, 9 June
Closing date for receipt of completed election forms by no later than 11:00 (UK Friday, 9 June
time)
Announcement on RNS of the amount of new Redefine International shares Thursday, 15 June
issued
Dispatch of share certificates, payment of cash dividend, CREST accounts Monday, 26 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 3 of the circular for information on the action required to be taken by them.
3. Shares may not be dematerialised or rematerialised between Wednesday, 7 June 2017 and Friday, 9 June 2017, both days inclusive.
4. No transfer of shares between sub-registers in the United Kingdom and South Africa may take place between Tuesday, 30 May 2017 and
Friday, 9 June 2017, both days inclusive.
For shareholders on the South African share register
2017
Announcement of conversion rate, scrip dividend reference price and whether Tuesday, 30 May
the dividend 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 Tuesday, 6 June
scrip dividend
Shares commence trading ex the cash dividend or scrip dividend Wednesday, 7 June
Record date for shareholders recorded on the SA share register Friday, 9 June
Closing date for receipt of completed election forms by no later than 12:00 Friday, 9 June
(South African time)
Announcement on SENS of the amount of new Redefine International shares Thursday, 15 June
issued
Dispatch of share certificates, payment of cash dividend, CSDP/broker Monday, 26 June
accounts 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 3 of 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, 26 June 2017.
4. Shares may not be dematerialised or rematerialised between Wednesday, 7 June 2017 and Friday, 9 June 2017, both days inclusive.
5. No transfer of shares between sub-registers in the United Kingdom and South Africa may take place between Tuesday, 30 May 2017 and
Friday, 9 June 2017, 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 the shareholder, assuming the shareholder is
the beneficial owner of the dividend and is South African resident for purposes of the South African – UK double tax agreement, 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 20%, will apply to cash PIDs payable by the Company unless the beneficial owner of the dividend is exempt from
dividends tax. Assuming that the shareholder is resident in South Africa and has the right, in terms of the double tax agreement
between South Africa and the UK, to claim the 5% rebate from HMRC in respect of UK withholding tax, dividends tax at a reduced
rate of 5% should be withheld. Where the shareholder is resident in the UK and has no right, in terms of the double tax agreement
between South Africa and the UK, to claim the 5% rebate from HMRC in respect of the UK withholding tax, no additional dividends
tax should be withheld (assuming that the shareholder is liable for UK tax on the dividend at the rate of at least 20%). Cash dividends
paid to South African resident companies should be exempt from the dividends tax, subject to certain administrative requirements.
Cash non-PIDs
South African dividends tax at the rate of 20 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 will therefore be required to deduct 20 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.
South African dividends tax at the rate of 20 per cent will apply to cash non-PIDs paid by the Company. Unless a shareholder is
exempt from dividends tax, the relevant regulated intermediary (being the SA transfer secretaries or other CSDP or institution, as
applicable) will therefore be required to deduct 20 per cent tax and pay this to the South African Revenue Service on the shareholders’
behalf. To the extent that no withholding or income tax is suffered on the cash non-PID in the UK, no rebate against the dividends tax
can be claimed.
New Redefine International shares issued pursuant to the scrip dividend
As stated above, a 20 per cent UK withholding tax will have been deducted in calculating the number of new Redefine International
shares issued in respect of PIDs. On application by the shareholder, assuming that the shareholder is the beneficial owner of the
dividend and is South African resident for purposes of the South African – UK double tax agreement, a 5 per cent cash rebate is
claimable from HMRC, resulting in an effective UK withholding tax rate of 15 per cent.
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.
Mike Watters, Stephen Oakenfull, 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 Partners
SA Public Relations Adviser
Frederic Cornet, Lizelle du Toit Tel: +27 (0) 11 447 3030
Java Capital
JSE Sponsor Tel: +27 (0) 11 722 3050
Note to editors:
About Redefine International
Redefine International is an income focused FTSE 250 UK Real Estate Investment Trust (UK-REIT) committed to delivering superior
distributions to its shareholders throughout the property cycle.
The Company’s income driven total returns are underpinned by a diversified portfolio, together with an efficient capital structure. The
continued transformation of both the corporate structure and asset base offer a solid foundation to drive further value. At 28 February
2017, the diversified 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 a range of sectors, including retail, offices,
distribution and hotels, which benefit from strong demand and from which they can capture income and value growth by attracting
high calibre occupiers on long leases. The Company’s investment philosophy is to effectively allocate recycled capital from mature
assets into sectors and locations with strong occupier fundamentals and individual assets with realisable upside.
The secure income stream is supported by a diversified portfolio and tenant base, with a WAULT of 7.5 years complemented by an
average debt maturity of 6.8 years of which over 95% of interest costs are either fixed or capped. The Company is focused on all
aspects impacting shareholder distributions and boasts one of the lowest cost ratios in the industry whilst continuously driving lower
cost of debt.
Redefine International holds a primary listing on the London Stock Exchange and a secondary listing on the Johannesburg Stock
Exchange and is included within the FTSE 250, EPRA and GPR indices.
For more information on Redefine International, please refer to the Company’s website www.redefineinternational.com.
28 April 2017
JSE Sponsor
Java Capital
Date: 28/04/2017 08:00:00 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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