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CAPITAL & REGIONAL PLC - Dividend Finalisation Announcement

Release Date: 26/09/2017 11:00
Code(s): CRP     PDF:  
Wrap Text
Dividend Finalisation Announcement

CAPITAL & REGIONAL PLC
(Incorporated in the United Kingdom)
(UK company number 01399411)
LSE share code: CAL JSE share code: CRP
ISIN: GB0001741544
(“Capital & Regional” or “the Company”)


DIVIDEND FINALISATION ANNOUNCEMENT


As previously announced on 10 August 2017 the Company has declared an Interim dividend of 1.73 pence per share
(the “Dividend”), to be paid 100% as a property income distribution (“PID”).

Shareholders on the South African (“SA”) share register are advised that the South African Rand exchange rate for the
dividend will be 17.962 ZAR to 1.00 GBP (the “Exchange Rate”), resulting in a gross local dividend amount of
31.07426 ZAR cents per share.

The Directors are offering a scrip alternative (“scrip alternative”) to the Dividend, further details of which are
contained in the Scrip Dividend Rules available from http://capreg.com/investor-info/scrip/ and from the Company’s
Registrars. A cash dividend will be paid to shareholders unless they elect to receive the scrip alternative.

Capitalised terms used in this announcement will be the same meaning as defined in the Scrip Dividend Rules.

(i) Shareholders receiving the dividend in cash:

Shareholders who do not elect to receive New Ordinary Shares pursuant to the Scrip Dividend Scheme will be paid a
cash dividend per share as follows:

                                                                         Shareholders on the                   Shareholders on the
                                                                           UK share register                     SA share register
 PID element (gross)                                                              1.73 pence                    31.07426 ZAR cents
 *Less 20% withholding tax                                                       0.346 pence                     6.21485 ZAR cents
 PID element (net)                                                               1.384 pence                    24.85941 ZAR cents
* Certain categories of UK shareholders may apply for exemption, in which case the PID element will be paid gross.

(ii) Shareholders who elect to take shares:

The Scrip Calculation Price for shareholders who hold their shares on the Company’s UK share register (“LSE
shareholders”) is 55.07 pence, being the average of the middle market quotations of an Ordinary Share derived from
the Daily Official List of the LSE for the last five dealing days ending on 25 September 2017, less the gross amount of
the Dividend per share. The Scrip Calculation Price for JSE shareholders is 9.89167 ZAR, being the Scrip Calculation
Price for LSE shareholders, converted to Rand at the Exchange Rate.

The number of New Ordinary Shares to be allocated to shareholders electing to participate in the Scrip Dividend
Scheme will be calculated by dividing the net value of the Dividend otherwise receivable by a Shareholder by the
Scrip Calculation Price and rounding down to the nearest whole number. As no fraction of a new share will be issued,
for LSE shareholders any residual Cash Balance, i.e. the total value of the dividend receivable less the value of the
shares allocated, will be rolled forward and factored into the Scrip calculation for the next relevant Dividend. For JSE
shareholders, any residual Cash Balance will be paid in cash in the same way as the Dividend would have been paid
had those shareholders not elected to receive the scrip alternative.

By way of illustration, a shareholder who holds 1,000 shares and whose dividend payment is subject to 20%
withholding tax, and who elects to receive New Ordinary Shares pursuant to the Scrip Dividend Scheme, will receive
a number of New Ordinary Shares calculated as follows:
                                                                            LSE Shareholders                   JSE Shareholders
 Net amount of PID dividend entitled to receive
 (per (i) above x 1,000):                                                             £13.84                      248.59410 ZAR
 Scrip Calculation Price                                                            £0.55070                        9.89167 ZAR
 Calculated number of new shares to which shareholder is
 entitled (assuming no cash residual balance brought forward)                       25.13165                           25.13166
 Actual number of new shares received                                                     25                                 25
 Cash Balance* (multiply fractional entitlement by Scrip
 Calculation Price)                                                                    £0.07                           1.30 ZAR
* For JSE shareholders to be paid a Cash Balance, the Cash Balance has been determined with reference to the net (after taking UK
withholding tax into account) PID dividend to which a shareholder is entitled.

TIMETABLE

The key dates in relation to the payment of the Dividend are:

                                                                                                                           2017
Last day to trade (JSE shareholders)                                                                         Tuesday, 3 October
Shares trade ex-dividend on the JSE                                                                        Wednesday, 4 October
Shares trade ex-dividend on the LSE                                                                         Thursday, 5 October
Record date                                                                                                   Friday, 6 October
Closing date to elect to receive the scrip alternative (JSE and LSE shareholders)                             Friday, 6 October
Announcement of the total amount of new shares to be issued                                                  Monday, 16 October
Dispatch of share certificates, payment of cash dividend and residual cash balances (if                    Thursday, 26 October
applicable), CREST/CSDP/broker accounts credited/updated and new shares listed

Notes:
    -    JSE shareholders will receive a cash dividend in South African Rand, based on the conversion rate.
    -    Share certificates (in respect of shares held on the South African register) may not be demateriliased or rematerialised between
         Wednesday, 4 October 2017 and Friday, 6 October 2017, both days inclusive.
    -    Transfers of shares between sub-registers in the United Kingdom and South Africa may not take place between Tuesday,
         26 September 2017 and Friday, 6 October 2017, both days inclusive.
    -    Shareholders should note that new shares should not be traded until they are issued or reflected in their respective accounts.


TAX IMPLICATIONS FOR JSE SHAREHOLDERS

Cash PID

SA dividends tax, at a rate of 20%, will apply to cash PIDs to the extent that the Company shares are held on the SA
share register, unless the beneficial owner of the dividend is exempt from dividends tax (e.g. if it is a South African
resident company).

A 20% UK withholding tax will be deducted from cash PIDs. The Company will account to Her Majesty’s Revenue &
Customs (“HMRC”) in sterling for the total UK withholding tax deducted. Under the double tax agreement between
the UK and South Africa (“the DTA”), the maximum tax payable in the UK is 15%. South African resident
shareholders are therefore entitled to claim a 5% rebate from HMRC in terms of the DTA. Accordingly, only 15% of
the UK withholding tax may be claimed as a rebate against the 20% SA dividends tax.

In summary, therefore, 20% will be withheld in the UK, a further 5% will be withheld in SA (where appropriate), but
South African resident shareholders will be entitled to claim back 5% from HMRC which will bring the overall total
to 20%.

New shares issued pursuant to the scrip alternative

A 20 per cent UK withholding tax will have been deducted in calculating the number of new shares issued to
shareholders in terms of the Scrip Dividend Scheme. On application by a JSE shareholder, a 5% rebate is claimable
from HMRC, resulting in an effective UK withholding tax rate of 15%. As new shares issued pursuant to the scrip
alternative should not constitute dividends or foreign dividends, dividends tax does not apply to that part of any
dividend satisfied by the issue of new shares where such new shares are provided in lieu of the dividend. Cash
balances paid are expected to be taxed as a cash PID, as set out above.

UK taxation

The receipt of the cash dividend or election to receive the scrip alternative 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.

26 September 2017


JSE sponsor

Java Capital




Notes to editors:
About Capital & Regional plc
Capital & Regional is a UK focused specialist property REIT with a strong track record of delivering value enhancing
retail and leisure asset management opportunities across a c. GBP 1 billion portfolio of in-town dominant community
shopping centres. Capital & Regional is listed on the main market of the London Stock Exchange and has a
secondary listing on the Johannesburg Stock Exchange.

Capital & Regional owns seven shopping centres in Blackburn, Hemel Hempstead, Ilford, Luton, Maidstone,
Walthamstow and Wood Green. It also has a 20% joint venture interest in the Kingfisher Centre in Redditch. Capital
& Regional manages these assets, which comprise over 900 lettable units and attract c. 1.7 million shopping visits
each week, through its in-house expert property and asset management platform. For further information see
www.capreg.com.

Date: 26/09/2017 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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