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Distribution declaration and availability of scrip distribution circular
LIGHTHOUSE PROPERTIES p.l.c.
(Registered in Malta)
(Registration number: C 100848)
JSE share code: LTE
ISIN: MU0461N00015
LEI: 549300UG27SWRF0X2U62
("Lighthouse" or the "Company")
DISTRIBUTION DECLARATION AND AVAILABILITY OF SCRIP DISTRIBUTION CIRCULAR
Shareholders are advised that on Thursday, 16 March 2023, the Board declared a final distribution of 1,6250
EUR cents per share for the six months period ended 31 December 2022. The Board has resolved to offer
Shareholders the final distribution as a scrip distribution of 1,6250 EUR cents per Lighthouse share ("Scrip
Distribution"), with an alternative cash distribution option ("Cash Distribution") of 1,46250 EUR cents per
Lighthouse share, which Cash Distribution represents a 10% discount to the Scrip Distribution of 1,6250 EUR
cents per Lighthouse share. Accordingly, a Scrip Distribution by way of an issue of new Lighthouse shares,
credited as fully paid up, will be issued to shareholders unless shareholders elect to receive the Cash Distribution.
The rationale for the Scrip Distribution is to afford Shareholders the opportunity to increase their shareholding
in Lighthouse and to preserve the Company's cash resources. The Scrip Distribution will be paid out of the
Company's non-distributable reserve and the Cash Distribution will be paid out of the Company's retained
income.
A circular to shareholders (the "Circular") in respect of the Scrip Distribution, or election to receive the Cash
Distribution in lieu of the Scrip Distribution, together with an election form, will be posted to Shareholders
today, Wednesday, 22 March 2023.
Shareholders that do not elect the Cash Distribution, are entitled to a number of Lighthouse shares, which will
be determined based on the Scrip Distribution reference price, which will be announced, together with the
applicable exchange rate and entitlement ratio, on Friday, 31 March 2023 (by 11:00 South African time).
Terms defined in the Circular shall bear the same meaning in this announcement.
As at the date of this announcement, the Company has 1 696 976 208 ordinary shares of EUR 0.01 per share in
issue.
Salient dates and times
2023
Posting of Circular and announcement on SENS Wednesday, 22 March
Announcement of applicable exchange rate, Scrip Distribution reference price and
entitlement ratio released by 11:00 on SENS Friday, 31 March
Last day to trade on the JSE in order to be eligible for the Scrip Distribution or
alternatively the Cash Distribution on Tuesday, 11 April
Shares commence trading ex-Scrip Distribution or Cash Distribution on the JSE on Wednesday, 12 April
Record date Friday, 14 April
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 14 April
Announcement on SENS regarding the number of new Lighthouse Shares to be Monday, 17 April
listed on the JSE
Dispatch of share certificates, payment of Cash Distribution, CSDP/broker accounts Thursday, 20 April
credited/updated and new Lighthouse Shares listed and issued on the JSE on
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. Shareholders should note that new Lighthouse shares should not be traded until the new Lighthouse shares are issued or
reflect in their accounts with their CSDP or broker on Thursday, 20 April 2023.
3. Share certificates may not be dematerialised or rematerialised between Wednesday, 12 April 2023 and Friday, 14 April 2023,
both days inclusive.
4. Shareholders who elect to receive the Cash Distribution will receive a Cash Distribution in South African Rand, based on the
exchange rate to be obtained by the Company on Friday, 31 March 2023.
Tax implications
SA resident shareholders
The receipt of the Scrip Distribution or electing to receive the Cash Distribution may have tax implications for
shareholders.
No dividend withholding tax is imposed on cash dividends distributed by Maltese companies. For those South
African resident shareholders receiving the Cash Distribution liable for dividend withholding tax, such amount
will be subject to dividend withholding tax at a rate of 20%.
The receipt of new Lighthouse shares by South African resident shareholders should not be classified as a
distribution or a foreign distribution for South African tax purposes and accordingly, South African dividends
withholding tax should not be levied on the new Lighthouse shares. However, the legislation in this regard is
complex and its implementation is uncertain. Accordingly, shareholders are advised to consult their professional
advisors regarding the tax consequences of the Scrip Distribution and the Cash Distribution, as the case may be
or should they be in any doubt as to the appropriate action to take.
Shareholders residing outside South Africa
The receipt of the Scrip Distribution or electing to receive the Cash Distribution may have tax implications for
shareholders who are resident outside of South Africa and such shareholders are advised to obtain appropriate
advice from their professional advisors in this regard.
Malta Tax
The Scrip Distribution should not trigger any Maltese tax, whether by way of withholding or otherwise,
regardless of the country of residence of the shareholder. Similarly, the Cash Distribution should not trigger any
Maltese tax, whether by way of withholding or otherwise, with respect to Shareholders who are not resident in
Malta.
Shareholders residing in Malta
The Company, being a Maltese registered company, is considered tax resident and domiciled in Malta for
Maltese income tax purposes and is therefore subject to Maltese income tax on its worldwide income and gains
at the corporate tax rate which currently stands at 35%. A distribution by the Company out of distributable
profits to any shareholder should not be subject to any further Maltese tax (whether by way of withholding or
otherwise) at the level of the shareholder, subject to certain conditions.
However, the Company is obliged to withhold tax at the rate of 15% upon a distribution out of certain
distributable profits (which were not taxed at the level of the Company and allocated to what is referred to as its
'untaxed account') to a shareholder who is:
(i) a person resident in Malta (other than a company);
(ii) a non-resident person (including a non-resident company) who is owned and controlled by, directly or
indirectly, or who acts on behalf of, an individual who is ordinarily resident and domiciled in Malta;
(iii) a trustee of a trust where the beneficiaries of such trust are persons referred to in (i) and (ii) above;
(iv) an individual who is a national of the EU/EEA (and his or her spouse where applicable), in specific
circumstances referred to in the Income Tax Act (Chapter 123 of the laws of Malta), when such
individual applies the tax rates applicable to Maltese-resident individuals.
Fractions
The allocation of new Lighthouse shares will be such that shareholders receiving the Scrip Distribution will not
be allocated a fraction of a new Lighthouse share. Any entitlement to receive a fraction of a new Lighthouse
share will be rounded down to the nearest whole number and a cash payment will be made for the fraction to be
announced on Thursday, 13 April 2023.
Copies of the Circular may be obtained from the Company's transfer secretaries, JSE Investor Services
Proprietary Limited, 5th Floor, One Exchange Square, Gwen Lane, Johannesburg, South Africa, and from the
Company Secretary, Stonehage Fleming Malta Limited, 4th Floor, Avantech Building, St Julian's Road, San
Gwann, Malta, SGN 2805 from Wednesday, 22 March 2023 to Friday, 14 April 2023. The Circular will also be
available on the Company's website at https://www.lighthouse.mt/circular/ from Wednesday, 22 March 2023.
22 March 2023
JSE sponsor and corporate advisor Company Secretary
Java Capital Stonehage Fleming Malta Limited is a member
Tel: +27 11 722 3050 of the Stonehage Fleming Group of Companies
Tel: +356 2144 6377
Date: 22-03-2023 12:15:00
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