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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
Further to the announcement made by the Company on 8 March 2018 a final dividend of 1.91 pence per share (the
"Dividend") has been declared, subject to approval by the shareholders of the Company at the Annual General Meeting
to be held on Wednesday, 9 May 2018. Shareholders are now advised that the dividend will be paid as follows:
- 1.63 pence (85%) will comprise a property income distribution ("PID"). The PID will be subject to a deduction
of a 20% UK withholding tax unless exemptions apply.
- 0.28 pence (15%) will comprise a non-PID. The non-PID will be treated as an ordinary UK company dividend,
with no UK withholding tax deducted.
The Dividend is payable on Wednesday, 16 May 2018 to shareholders registered on the UK principal register ("UK
Shareholders"), and the South African branch register ("SA Shareholders"). The Record Date for both UK
Shareholders and SA Shareholders is at the close of business on Friday, 20 April 2018.
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:
SA shareholders are advised that the exchange rate for the dividend will be 17.132 ZAR to 1.00 GBP (the "Exchange
Rate"), resulting in a gross local dividend amount of 32.72212 ZAR cents per share. Accordingly, 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:
UK Shareholders SA Shareholders
PID (GBP pence) (ZAR cents)
Gross amount of PID 1.63p 27.92516 cents
Less 20% UK withholding tax * 0.326p 5.58503 cents
Net PID dividend payable** 1.304p 22.34013 cents
Less effective 5% SA dividends tax for SA Shareholders*** n/a 1.39626 cents
Net PID dividend payable*** n/a 20.94387 cents
* Certain categories of UK shareholders may apply for exemption, in which case the PID element will be paid gross of UK withholding tax.
** Net position after deducting UK withholding tax for both UK and SA Shareholders, but before SA shareholders have claimed back 5% from
HMRC under the double tax agreement between the United Kingdom and South Africa in respect of the UK withholding tax.
*** SA dividends tax applies at the rate of 20% for SA Shareholders, but SA Shareholders receive a rebate of the UK withholding taxes suffered
(which is effectively 15%, after taking into account the 5% refund).
UK Shareholders SA Shareholders
Non-PID* (GBP pence) (ZAR cents)
Non-PID element 0.28p 4.79696 cents
Less 20% SA dividends tax for SA Shareholders** n/a 0.95939 cents
Net Non-PID dividend payable 0.28p 3.83757 cents
* Non-PID – taxed as a normal dividend for UK purposes, i.e. no UK withholding tax applicable.
** Certain categories of SA shareholders are exempt from SA dividends tax, e.g. SA resident companies.
(ii) Shareholders who elect to take shares:
The Scrip Calculation Price for UK shareholders is 51.77 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 9 April 2018,
less the gross amount of Dividend per share. The Scrip Calculation Price for SA shareholders is 8.86924 ZAR, being
the Scrip Calculation Price for UK 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 UK
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 SA
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 who elects to receive New Ordinary Shares pursuant
to the Scrip Dividend Scheme (in respect of the PID element), will receive a number of New Ordinary Shares calculated
as follows:
UK Shareholders SA Shareholders
PID (GBP £) (ZAR)
PID dividend net of UK withholding tax entitled to receive*
(As per (i) above x 1,000): 1.304p x 1000 = £13.04 223.40000 ZAR
Scrip Calculation Price £0.5177 8.86924 ZAR
Calculated number of new shares to which shareholder is
entitled 25.18833 25.18818
Actual number of new shares received 25 25
Gross Cash Balance (multiply fractional entitlement by Scrip
Calculation Price) £0.10 1.67 ZAR
Less effective 5% SA dividends tax on the cash balance
payable (SA Shareholders)** n/a 0.08 ZAR
Net Cash Balance*** £0.10 1.59 ZAR
* A scrip dividend is not subject to SA dividends tax, therefore no SA dividends tax is deducted for SA Shareholders in this instance, only UK
withholding tax. SA shareholders may claim back 5% from HMRC under the double tax agreement between the United Kingdom and South
Africa in respect of the UK withholding tax
** SA dividends tax applies at the rate of 20% for SA Shareholders on the cash portion, but SA Shareholders obtains a rebate of the UK
withholding taxes suffered (which is effectively 15% after taking into account the 5% refund)
*** For SA Shareholders to be paid a Cash Balance, the Cash Balance will be subject to 20% SA dividends tax. The Net Cash Balance due to
SA Shareholders has been determined after taking SA dividends tax and UK withholding tax into account in the same manner as a cash PID
dividend.
By way of illustration, a shareholder who holds 1,000 shares and who elects to receive New Ordinary Shares pursuant
to the Scrip Dividend Scheme (in respect of the non-PID element), will receive a number of New Ordinary Shares
calculated as follows:
UK Shareholders SA Shareholders
Non-PID (GBP £) (ZAR)
Gross amount of non-PID dividend entitled to receive
(Gross Non-PID per (i) above x 1,000): 0.28p x 1000 = £2.80 47.97000 ZAR
Scrip Calculation Price £0.5177 8.86924 ZAR
Calculated number of new shares to which shareholder is
entitled (assuming no cash residual balance brought forward) 5.40854 5.40858
Actual number of new shares received 5 5
Gross Cash Balance (multiply fractional entitlement by Scrip
Calculation Price) £0.21 pence 3.62 ZAR
Less 20% SA dividends tax on the Cash Balance payable (SA
shareholders)* n/a 0.72 ZAR
Net Cash Balance £0.21 pence 2.90 ZAR
* For SA Shareholders to be paid a Cash Balance, the Cash Balance will be subject to 20% SA dividends tax. The Net Cash Balance due to SA
Shareholders has been determined after taking SA dividends tax into account in the same manner as a cash non-PID dividend.
TIMETABLE
The key dates in relation to the payment of the Dividend are:
2018
Last day to trade (SA shareholders) Tuesday, 17 April
Shares trade ex-dividend on the JSE Wednesday, 18 April
Shares trade ex-dividend on the LSE Thursday, 19 April
Record date Friday, 20 April
Closing date to elect to receive the scrip alternative (JSE and LSE shareholders) Friday, 20 April
Annual General Meeting Wednesday, 9 May
Announcement of the total amount of new shares to be issued Thursday, 10 May
Dispatch of share certificates, payment of cash dividend and residual cash balances (if Wednesday, 16 May
applicable), CREST/CSDP/broker accounts credited/updated and new shares listed
Notes:
1. JSE shareholders will receive a cash dividend in South African Rand, based on the conversion rate.
2. Share certificates (in respect of shares held on the South African register) may not be demateriliased or rematerialised between Wednesday,
18 April 2018 and Friday, 20 April 2018, both days inclusive.
3. Transfers of shares between sub-registers in the United Kingdom and South Africa may not take place between Tuesday, 10 April 2018
and Friday, 20 April 2018, both days inclusive.
4. Shareholders should note that new shares should not be traded until they are issued or reflected in their respective accounts.
TAX IMPLICATIONS FOR SA SHAREHOLDERS
Portion of the distribution that constitutes a PID
Cash PID
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.
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). SA resident shareholders can, however, claim a rebate against the SA dividends tax for any UK
withholding tax suffered. Accordingly, 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 consisting of PID element
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 for South African dividends tax purposes, South African
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.
Portion of the distribution that constitutes a non-PID
Cash Non-PID
No UK withholding tax is applicable to non-PID distributions.
SA dividends tax at the rate of 20% will apply to cash non-PIDs paid by the Company, unless the beneficial owner of
the dividend is exempt from SA 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.
New shares issued pursuant to the scrip alternative consisting of non-PID element
No UK withholding tax will have been deducted in calculating the number of new shares issued to shareholders in terms
of the Scrip Dividend Scheme to the extent that it consists of a non-PID element. As new shares issued pursuant to the
scrip alternative should not constitute dividends or foreign dividends for South African dividends tax purposes, South
African 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 non-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.
10 April 2018
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: 10/04/2018 09:31:00 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
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