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Announcement of dividend reinvestment price and confirmation of finalisation information
REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
(Approved as a REIT by the JSE)
(“Redefine” or the “company”)
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT (AS DEFINED BELOW)). THE DISTRIBUTION
OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY
DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES, SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH
RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
ANY SUCH JURISDICTION.
ANNOUNCEMENT OF DIVIDEND REINVESTMENT PRICE AND CONFIRMATION OF FINALISATION INFORMATION
Further to the declaration of a cash dividend of 47.18 cents per share (the “cash dividend”) with an election to
reinvest the cash dividend in return for Redefine shares (the “share reinvestment alternative”), announced on SENS
on 6 November 2017 (the “declaration announcement”), the price per share, as determined on 20 November 2017,
applicable to Redefine shareholders electing the share reinvestment alternative and recorded in the register on Friday,
1 December 2017 (i.e. the “record date”), is R10.34 per share (the “reinvestment price”). The reinvestment price is
equal to the thirty-day volume weighted average traded price (less the cash dividend accrued over the dividend cycle
calculated on a daily basis) and a 3.41098% premium to the closing clean price of Redefine shares on the JSE on
20 November 2017 (i.e. the day prior to the finalisation date).
The ratio in respect of the share reinvestment alternative is 4.56286 shares for every 100 shares held on the record date
by South African resident shareholders exempt from dividend tax and 3.65029 shares for every 100 shares held on the
record date by non-resident shareholders subject to dividend tax at 20%.
Where a shareholder’s entitlement to the shares in relation to the share reinvestment alternative, calculated with
reference to the above share ratio, 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 retained by the shareholder.
Dividend withholding tax (“dividend tax”) implications
Dividend tax implications for South African resident shareholders
Dividends received from a Real Estate Investment Trust (“REIT”) are exempt from dividend tax in the hands of South
African resident shareholders provided that the shareholders have provided the requisite declaration as to residence as
detailed in paragraph 5 of the circular to Redefine shareholders dated and posted on Tuesday, 7 November 2017
(the “circular”). South African resident shareholders, who have submitted the requisite documentation and are exempt
from dividend tax, will accordingly receive a net dividend of 47.18 cents per share.
Dividend tax implications for non-resident shareholders
Dividends received from a REIT by a non-resident shareholder will be subject to dividend tax at 20%, 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 non-resident shareholder. A reduced dividend withholding rate in terms of the
applicable DTA may only be relied upon if the non-resident shareholder has provided the requisite documentation as
detailed in paragraph 5 of the circular. Non-resident shareholders who have submitted the requisite documentation and
assuming that a dividend tax rate of 20% is applicable, will accordingly receive a net dividend of 37.744 cents per
share.
Due to the fact that the cash dividend or share reinvestment alternative may have tax implications for resident and
non-resident shareholders, shareholders are encouraged to consult their professional advisors should they be in any
doubt as to the appropriate action to take.
Illustrative example on the application of rounding and the impact of dividend tax
The application of the rounding principle of rounding down to the nearest whole number and the impact of dividend
tax on shareholders has been illustrated by way of the example below:
South African Non-resident
resident shareholders
shareholders subject to
exempt from dividend tax at
dividend tax 20%
Dividend per share (cents) 47.18 47.18
Dividend tax per share (cents) - (9.436)
Total net dividend per share (cents) 47.18 37.744
Number of shares held 100 100
Reinvestment price (R) 10.34 10.34
Total amount available for reinvestment (R) 47.18 37.744
Number of shares issued in terms of share reinvestment alternative 4.00 3.00
Total amount payable for shares acquired in terms of the share reinvestment 41.36 31.02
alternative (R)
Balance of distribution paid to shareholder (R) 5.82 6.724
Trading of Redefine shares
Shareholders are advised that, as per the published timetable, the last date to trade is Tuesday, 28 November 2017 and
the shares will trade ex-dividend on Wednesday, 29 November 2017.
As published in the declaration announcement, shareholders electing the share reinvestment alternative are once again
alerted to the fact that the new shares will be listed on LDT + 3 and that these new shares can only be traded on
LDT + 3 being Friday, 1 December 2017, due to the fact that settlement of the shares will be three days after the
record date, being Wednesday, 6 December 2017, which differs from the conventional one day after record date
settlement process.
Shareholders are reminded that the last day to elect to receive the share reinvestment alternative is 12:00 (South
African time) on Friday, 1 December 2017. No action is required if you wish to receive the cash dividend.
The salient dates, timetable and all other information relating to the dividend (including the tax implications) and
share reinvestment alternative disclosed in the declaration announcement remain unchanged.
Disclaimer
This announcement does not constitute or form part of an offer to sell securities, or the solicitation of any offer to buy
or subscribe for any securities, to or from any person in the United States (or to, or for the account or benefit of, any
such person or any U.S. person) or in any other jurisdiction in which, or to or from any other person to or from whom,
such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be
registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold
in the United States or to, or for the account or benefit of, U.S. persons absent registration with the United States
Securities and Exchange Commission or an exemption from registration. There will be no public offer of the securities
in the United States.
21 November 2017
Corporate advisor and sponsor
Java Capital
NOT FOR DISTRIBUTION IN THE UNITED STATES
Date: 21/11/2017 12:32:00 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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