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Declaration of a dividend for the six months ended 30 June 2018
EPP N.V.
(previously Echo Polska Properties N.V.)
(Incorporated in The Netherlands)
(Company number 64965945)
JSE share code: EPP
ISIN: NL0011983374
LEI Code: 7245003P7O9N5BN8C098
("EPP" or "the company")
DECLARATION OF A DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2018
Shareholders are advised that the board of directors of EPP has declared a cash dividend of 5.82000 euro cents per share
for the six months ended 30 June 2018.
1. SALIENT DATES AND TIMES
The dividend is payable to EPP shareholders in accordance with the timetable set out below:
2018
Euro to Rand exchange rate announced on SENS and published on the LuxSE Tuesday, 25 September
website by 11:00 South African time on
Last day to trade on the JSE and LuxSE in order to receive the dividend Tuesday, 2 October
Shares commence trading ex the dividend Wednesday, 3 October
Record date for receipt of the dividend Friday, 5 October
Dividend paid to EPP shareholders Monday, 8 October
Last day to deliver documentation in respect of an exemption from or reduction Friday, 26 October
of Dutch dividends withholding tax to EPP
Notes:
1. Transfers of shares between the JSE and the Luxembourg Stock Exchange ("LuxSE") may not take place
between Tuesday, 25 September 2018 and Friday, 5 October 2018, both days inclusive.
2. Shares may not be dematerialised or rematerialised between Wednesday, 3 October 2018 and Friday,
5 October 2018, both days inclusive.
2. DUTCH TAX IMPLICATIONS
2.1. General
As a general rule, 15% dividend withholding tax ("DWHT") will be withheld by EPP on the cash
dividend, leaving a distribution amount per share net of Dutch DWHT. This could be different if:
(i) a shareholder qualifies for an exemption from or a reduction of Dutch DWHT on the basis of Dutch
domestic law (including implementation of EU Directives) and/or a tax treaty concluded by the
Netherlands; and
(ii) the formal requirements to apply such exemption from or reduction of Dutch DWHT are satisfied
(insofar applicable).
EPP will initially withhold 15% on ALL dividends distributed on Monday, 8 October 2018. As a
subsequent step, if and to the extent EPP has been provided with proof that a shareholder qualifies for an
exemption from or a reduction of Dutch DWHT, the difference between 15% and the Dutch DWHT to be
withheld will be paid out to the shareholder, after the Dutch DWHT return has been filed by EPP with the
Dutch tax authorities. EPP will remit the Dutch DWHT to be withheld to the Dutch tax authorities based
on the Dutch DWHT return.
EPP, listed and traded on the JSE and the Euro MTF market of the LuxSE, has a variety of shareholders,
residing in different countries. The following paragraphs contain certain general remarks in relation to
individual and corporate shareholders.
2.2. South African shareholders
In view of EPP's listing on the JSE, a relatively large proportion of its shares are expected to be held by
shareholders tax resident in South Africa ("South African shareholders"). The position of South African
shareholders is therefore specifically addressed.
South African shareholders' attention is drawn to the fact that from 1 January 2018, South African
shareholders owning 5% or more of the share capital of EPP may qualify for a new domestic exemption
from Dutch DWHT, as addressed below in paragraph 2.3(ii).
South African shareholders are in a unique position in that the tax treaty concluded between the
Netherlands and South Africa (the "NL-SA Treaty") provides for a reduction to portfolio shareholders,
whereas most other tax treaties concluded by the Netherlands do not.
The exemption from or reduction of Dutch DWHT on the basis of the NL-SA Treaty and corresponding
formal requirements for qualifying South African shareholders are set out in more detail below.
Corporate shareholders owning 5% or more of the share capital of EPP
2.3. Domestic exemption from Dutch DWHT
(i) Dutch corporate shareholders owning 5% or more
If a shareholder is a company that is tax resident in the Netherlands, an exemption from Dutch
DWHT may apply under Dutch domestic law, if, as a general rule, this corporate shareholder owns
5% or more of the share capital of EPP and certain other conditions to apply the Dutch participation
exemption are met. Special rules may apply for corporate shareholders that are considered tax
transparent in their country of residence, or considered tax transparent from a Dutch tax perspective.
If a Dutch corporate shareholder qualifies for this exemption from Dutch DWHT at source, in order
to benefit from it, the shareholder should provide EPP with: (i) its name, address and place of
residency, and corresponding extract from the Dutch Chamber of Commerce; (ii) the amount,
number and percentage of shares owned in EPP; (iii) its bank account details; and (iv) a statement
confirming that the Dutch participation exemption applies to the dividend at the level of the Dutch
corporate shareholder by sending an email to dividend@epp-poland.com within 15 business days
following the record date for receipt of the cash dividend, being ultimately on Friday, 26 October
2018. Subsequently, this statement needs to be filed by EPP with the Dutch Tax Authorities as an
annexure to the Dutch DWHT return.
As indicated above, EPP will, as a general rule, initially withhold 15% on ALL dividends
distributed on Monday, 8 October 2018. If EPP has been provided with proof, to its
satisfaction, by Friday, 26 October 2018, that the relevant shareholder qualifies for relief from
Dutch DWHT the 15% will be paid out by EPP to the relevant shareholder directly, after the
DWHT return has been filed by EPP with the Dutch tax authorities.
(ii) EU/EEA or tax treaty country resident corporate shareholders owning 5% or more
If a shareholder is a company that is considered a tax resident within the EU or EEA (such as
Luxembourg) or is a tax resident in a country for domestic purposes with which the Netherlands has
concluded a tax treaty containing an article on taxation of dividends (including South Africa), an
exemption from Dutch DWHT applies under Dutch domestic law, if, as a general rule, this corporate
shareholder owns 5% or more of the share capital of EPP and, had the corporate shareholder been a
Dutch tax resident, certain other conditions to apply the Dutch participation exemption would have
been met and provided the corporate shareholder is considered the beneficial owner of the dividends
distributed by EPP.
The exemption is not available in cases of abuse, for which a main purposes test and artificial
arrangement test applies.
If a corporate shareholder qualifies for this exemption from Dutch DWHT at source, in order to
benefit from it, the shareholder should provide EPP with: (i) its name, address and place of
residency; (ii) the amount, number and percentage of shares owned in EPP; (iii) a tax residency
certificate issued by its country of residence; (iv) its bank account details; and (v) a statement
confirming that all relevant conditions of the DWHT exemption are met by sending an email to
dividend@epp-poland.com within 15 business days following the record date for receipt of the cash
dividend, being ultimately on Friday, 26 October 2018. Subsequently, this statement needs to be
filed by EPP with the Dutch tax authorities as an annexure to the Dutch DWHT return.
As indicated above, EPP will, as a general rule, initially withhold 15% on ALL dividends
distributed on Monday, 8 October 2018. If EPP has been provided with proof, to its
satisfaction, by Friday, 26 October 2018, that the relevant shareholder qualifies for relief from
Dutch DWHT the 15% will be paid out by EPP to the relevant shareholder directly, after the
DWHT return has been filed by EPP with the Dutch tax authorities.
2.4. Tax treaty relief
(i) General tax treaty relief
If a corporate shareholder does not qualify for a domestic exemption from Dutch DWHT as outlined
in paragraph 2.3(ii), but qualifies for an exemption from or reduction of Dutch DWHT on the basis
of a tax treaty concluded by the Netherlands, which should be assessed on a case-by-case basis,
generally the same formal requirements apply for this qualifying corporate shareholder as the
requirements set out below under paragraph 2.6 for South African shareholders. Exceptions may
however apply.
(ii) Relief under the NL-SA Treaty for corporate shareholders that own 10% or more of the EPP shares
Where the domestic DWHT exemption as discussed in paragraph 2.3(i) is not available, a reduced
Dutch DWHT rate of 5% may be available under the NL – SA Treaty for corporate South African
shareholders that own 10% or more of the share capital of EPP. The reduction may be denied in
cases of abuse, taking into account that the NL-SA Treaty contains a principal purposes test, or if the
corporate shareholder is not considered the beneficial owner of the dividends distributed by EPP.
For these qualifying corporate South African shareholders to apply the reduced Dutch DWHT at
source, or be refunded the Dutch DWHT, a specific procedure would need to be followed, whereby a
decision would need to be obtained from the Dutch tax authorities. For this specific procedure to be
followed, the respective qualifying corporate South African shareholders can contact EPP via
dividend@eepp-poland.com.
Recent case law in the Netherlands may further indicate that an exemption from Dutch DWHT
applies in this situation, based on the most favoured nation clause included in the NL-SA Treaty
(“MFN”). Based on this, a qualifying South African shareholder could file an objection with the
Dutch tax authorities against the Dutch DWHT return that will be filed by EPP, claiming an
exemption from Dutch DWHT based on this MFN.
Corporate South African shareholders that own 5% or more of the EPP shares, but less than 10%, are
referred to paragraph 2.6 below.
Corporate shareholders owning less than 5% of the share capital of EPP
2.5. General tax treaty relief
Corporate shareholders that own less than 5% of the EPP shares as well as shareholders owning 5% or
more of EPP shares, but less than 10% of EPP shares, may qualify for a reduction of Dutch DWHT on the
basis of a tax treaty concluded by the Netherlands, which should be assessed on a case-by-case basis.
Generally, the same formal requirements apply for this qualifying corporate shareholder as the
requirements set out below under paragraph 2.6 for South African shareholders. Exceptions may however
apply. Please note however that most tax treaties do not provide a reduction for such corporate
shareholders.
2.6. Relief under the NL-SA Treaty
(i) General
For corporate South African shareholders owning less than 10% of the share capital of EPP, the
Dutch DWHT on the cash dividend is reduced to 10%. The reduction may be denied in cases of
abuse, or if the corporate shareholder is not considered to be the beneficial owner of the dividends
distributed by EPP.
In order for corporate South African shareholders owning less than 10% of the capital of EPP to
apply the reduced DWHT at source, or refund the DWHT, the following formal requirements must
be satisfied:
- Applying reduced DWHT at source: The shareholder needs to (a) complete and sign a 'request
(partial) exemption of Dutch dividend withholding tax', which can be found on the website
www.belastingdienst.nl; (b) send the signed statement to the South African tax administration
for a signature and stamp by the tax administration to certify its place of residency; and (c) send
the returned statement, together with its bank account details, to EPP by sending an email to
dividend@epp-poland.com within 15 business days following the record date for receipt of the
cash dividend, being ultimately on Friday, 26 October 2018. Subsequently, this statement needs
to be filed by EPP with the Dutch tax authorities as an annexure to the Dutch DWHT return and
therefore, the original statement should be sent to EPP (Gustav Mahlerplein 28, 1082 MA
Amsterdam, the Netherlands). This must be repeated each time EPP declares a dividend in order
for corporate South African shareholders to apply the reduced Dutch DWHT at source and have
EPP pay out the difference between 15% and the Dutch DWHT to be withheld to the relevant
corporate South African shareholder after having filed the Dutch DWHT return.
- Withholding 15% Dutch DWHT, followed by a Dutch DWHT refund procedure: For this
procedure, the shareholder needs to register itself through an online registration form that can be
found on the website www.belastingdienst.nl/refunddividendtax. The shareholder then needs to
complete and submit this form online. This form and additional information on the online
refund procedure can be found on www.belastingdienst.nl/refunddividendtax and on the secured
website following registration.
Individual shareholders
2.7. General tax treaty relief
Individual shareholders may qualify for an exemption from or reduction of Dutch DWHT on the basis of a
tax treaty concluded by the Netherlands, which should be assessed on a case-by-case basis. Generally, the
same formal requirements apply for this qualifying individual shareholder as the requirements for
corporate shareholders set out under paragraph 2.6. Exceptions may however apply.
2.8. Relief under the NL-SA Treaty
For individual South African shareholders, the Dutch DWHT on the cash dividend is reduced to 10%. The
reduction may be denied in cases of abuse or if the individual shareholder is not considered to be the
beneficial owner of the dividends distributed by EPP.
In order for individual South African shareholders to apply the reduced Dutch DWHT at source, or refund
the Dutch DWHT, the formal requirements as outlined under paragraph 2.6 should be applied. Although
the registration form that can be found on www.belastingdienst.nl/refunddividendtax provides for
corporate entities and authorised representatives only, this form may also be used by individuals.
3. SOUTH AFRICAN TAX IMPLICATIONS
3.1. General
Cash dividends received from a foreign (non-resident) company in respect of a share that is listed on the
JSE are regarded as foreign dividends for South African income tax and dividends withholding tax
purposes.
As a general rule, 20% South African dividends withholding tax (“SADWT”) will be withheld by the
regulated intermediary in South Africa (CSDP) on the cash dividend, leaving a distribution amount per
share net of SADWT. This could be different if:
(i) a shareholder qualifies for an exemption from SADWT on the basis of South African domestic law;
and
(ii) the formal requirements to apply such exemption from SADWT are satisfied (insofar applicable).
In order to qualify for any exemption from SADWT the beneficial owner of the dividend must provide the
following documentation to the CSDP:
(i) a written declaration that the dividend is exempt from SADWT in terms of South African domestic
law; and
(ii) a written undertaking to inform the regulated intermediary in writing should the circumstances
affecting the exemption applicable change, or should the beneficial owner cease to be the beneficial
owner,
by the date determined by the CSDP, or where no date is determined, by the date of payment of the
dividend.
The requirements in order to qualify for an exemption or rebate of SADWT in terms of a tax treaty are
dealt with below.
3.2. Tax implications for corporate shareholders
Where the South African resident beneficial owner of the dividend is a company, the dividend will be
exempt from SADWT in terms of domestic law, provided the documentary requirements set out above are
complied with.
3.3. Tax implications for non-corporate shareholders
Where the South African resident beneficial owner of the dividend is a non-corporate shareholder, the
dividend may be exempt from SADWT in terms of domestic law. Where the dividend does not qualify for
one of the domestic exemptions, SADWT will be suffered at an initial rate of 20%.
One would then consider the application of the rebate mechanism described below in order to determine
the final amount of tax payable.
3.4. Rebate on SADWT suffered
A rebate on foreign taxes imposed on the dividend paid is available to reduce the SADWT liability. This
rebate is calculated with reference to the DWHT rate to which all qualifying companies resident in South
Africa and all qualifying individual persons resident in South Africa are entitled in terms of the NL-SA
treaty (and not the standard rate of 15% DWHT). The applicable rate of DWHT should be determined with
reference to the analysis set out in paragraph 2 above.
The rebate will be limited to the SADWT imposed.
Where the dividend is exempt from DWHT in terms of Dutch domestic law as a result of the shareholder
holding 5% or more of EPP's shares, no rebate will be available.
The CSDP is responsible for withholding SADWT from the dividend payable to shareholders on the South
African register and paying such amounts to the South African Revenue Service.
In order to apply a rebate, the CSDP must be satisfied:
(i) that DWHT was applied; and
(ii) that the relevant shareholder qualifies for a reduced rate of DWHT.
The rebate for foreign taxes is determined in Rand by translating the foreign currency amount using the
same rate used to translate the foreign dividend.
3.5. Refund mechanism
Where the above results in shareholders on the South African register who are not exempt from SADWT
suffering more than an aggregate 20% dividends withholding tax, such shareholders are advised to follow
the procedures set out paragraph 2 above in order to claim a refund in terms of the NL-SA Treaty.
The maximum SADWT to be suffered by a South African shareholder will be 20%. Whether or not there is
a refund due to the shareholder should be determined with reference to the specific facts applicable to that
shareholder.
Where a CSDP is satisfied that a particular shareholder has correctly suffered 15% DWHT, which is not
recoverable by that shareholder from the Dutch tax authority, such CSDP should withhold 5% SADWT (being the
20% SADWT less 15% DWHT), unless a specific South African domestic exemption applies and the required
documentation as set out in paragraph 3.1 has been provided to the CSDP.
The information provided above does not constitute tax advice and is only provided as a general guide on the South
African tax treatment of the cash dividend declaration by EPP to South African tax resident shareholders. For
shareholders residing outside of South Africa, the dividend may have other legal or tax implications and such
shareholders are advised to obtain appropriate advice from their professional advisers in this regard.
7 September 2018
JSE Sponsor
Java Capital
LuxSE Listing Agent
M Partners
More information:
Curwin Rittles, Investor Relations, EPP
Mobile: +48 885 982 310
Curwin.rittles@epp-poland.com
Java Capital, JSE Sponsor
Phone: +27 11 722 3050
M Partners, LuxSE Listing Agent
Phone: +352 263 868 602
Jacques de Bie, South Africa, Investor Relations, Singular Systems IR
Mobile: +27 (0)82 691 5384
Date: 07/09/2018 07:06:00 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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