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Notice of third distribution to shareholders and initial trading statement
ORION REAL ESTATE LIMITED
Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000201695
("Orion Real Estate" or “the Company”)
NOTICE OF THIRD DISTRIBUTION TO SHAREHOLDERS AND INITIAL TRADING STATEMENT
DISTRIBUTION
Shareholders are advised that a distribution of 2.5 cents per share has been declared
payable in cash to shareholders in respect of the year ended 30 June 2018. This is the third
distribution to shareholders since the transition of the Company to a REIT.
The REIT structure is a tax regime that allows a REIT to deduct qualifying distributions paid to
investors, in determining its taxable income. Qualifying distributions received by resident
Orion shareholders must be included in the gross income of such shareholders (as a non-
exempt dividend in terms of section 10(1)(k)(aa) of the Income Tax Act), with the effect that
the qualifying distribution is taxable as income in the hands of the Orion shareholder.
However, these qualifying distributions are exempt from dividends withholding tax, provided
that the South African resident shareholders have provided the following forms to their CSDP
or broker, in respect of uncertificated shares, or the Company, in respect of certificated
shares:
- a declaration that the dividends are exempt from dividends tax; and
- a written undertaking to inform the CSDP, broker or the Company, as the case may be,
should the circumstances affecting the exemption change or the beneficial owner
cease to be the beneficial owner, both in the form prescribed by the Commissioner for
the South African Revenue Service. Shareholders are advised to contact their CSDP,
broker or the Company, as the case may be, to arrange for the above-mentioned
documents to be submitted prior to payment of the distribution, if such documents
have not already been submitted.
- Qualifying distributions received by non-resident Orion shareholders will not be taxable
as income and instead will be treated as ordinary dividends which are exempt in terms
of the usual dividend exemptions per section 10(1)(k) of the Income Tax Act. It should
be noted that any qualifying distribution will be subject to dividends withholding tax at
15%, 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 shareholder).
Assuming a dividend withholding tax rate of 20%, the net dividend amount due to non-
resident shareholders is 2 cents per share. A reduced dividend withholding rate in terms of
the applicable DTA may only be relied upon if the non-resident shareholder has provided the
following forms to their CSDP or broker in respect of uncertificated shares, or the Company, in
respect of certificated shares:
- a declaration that the dividend is subject to a reduced rate as a result of the
application of a DTA; and
- a written undertaking to inform their CSDP, broker or the Company, as the case may
be, should the circumstances affecting the reduced rate change or the beneficial
owner cease to be the beneficial owner, both in the form prescribed by the
Commissioner for the South African Revenue Service. Non-resident shareholders are
advised to contact their CSDP, broker or the Company, as the case may be, to
arrange for the above-mentioned documents to be submitted prior to payment of the
dividend if such documents have not already been submitted, if applicable.
2018
Last date to trade “cum? dividend Tuesday, 18 December
Shares commence trading “ex” dividend Wednesday, 19 December
Record date (date shareholders recorded in share register) Friday, 21 December
Payment date Monday, 24 December
Shareholders may not dematerialise or rematerialise their share certificates between
Wednesday, 19 December 2018 and Friday 21 December 2018, both dates inclusive. Orion’s
income tax reference number is 976 919 6719. Orion currently has 630 698 688 shares in issue.
Shareholders are advised that the declaration of this dividend has not been issued within four
months of the Company’s year end as required in terms of paragraph 13.49(d) of the JSE
Listings Requirements. This is primarily due to the fact that the Company is still finalising its
audited results for the year ended 30 June 2018. The results will be published in due course.
Initial Trading Statement
In terms of paragraph 3.4(b) of the Johannesburg Stock Exchange’s Listing Requirements, a
listed company is required to publish a trading statement as soon as it is satisfied that a
reasonable degree of certainty exists that the financial results for the period to be reported
upon next will differ, by at least 20%, from those of the previous corresponding period.
Shareholders are advised that Orion will be reporting improved results for the year ended
30 June 2018 and expects that earnings per share will improve by more than 200%, moving to
a profit from a loss of (1.13) cents per share for the year ended 30 June 2017. Headline
earnings (“HEPS”) will also improve by more than 200% from the prior year HEPS of 0.52 cents
per share. A range cannot yet be identified and a further trading statement will be
published in due course.
The final announcement of the year end results for the period 30 June 2018 will be released
on SENS during December 2018.
This trading statement and the forecast financial information contained herein has not been
reviewed and reported on by the Group’s external auditors.
By order of the board
Johannesburg
23 November 2018
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 23/11/2018 08:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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