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Declaration of an interim cash dividend with the election to reinvest the cash dividend in return for Equites shares
EQUITES PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/080877/06)
JSE share code: EQU ISIN: ZAE000188843
(Approved as a REIT by the JSE)
("Equites" or "the company")
DECLARATION OF AN INTERIM CASH DIVIDEND WITH THE ELECTION TO REINVEST THE CASH DIVIDEND IN RETURN FOR EQUITES
SHARES
DIVIDEND REINVESTMENT ALTERNATIVE AND POSTING OF CIRCULAR
As announced on Thursday, 11 October 2018, shareholders were advised that the board of directors
("the board") of Equites has declared an interim cash dividend of 68.11618 cents per share in respect of the
six months ended 31 August 2018 (the "cash dividend"). Shareholders have been provided with the election
to reinvest the cash dividend in return for Equites shares ("dividend reinvestment alternative").
Shareholders will be entitled, in respect of all or part of their shareholding, to elect to participate in the
dividend reinvestment alternative, failing which, they will receive the cash dividend of 68.11618 cents per
share that will be paid to those shareholders not electing to participate in the dividend reinvestment
alternative.
A circular to Equites shareholders ("the circular") in respect of the dividend reinvestment alternative,
together with an election form, will be posted to shareholders on Tuesday, 16 October 2018 and will also be
available on the website of the company (www.equites.co.za) as from Tuesday, 16 October 2018. Copies of
this circular may be obtained from Equites, 14th floor, Portside Building, 4 Bree Street, Cape Town, 8001
and from the Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann
Avenue, Rosebank, Johannesburg, 2196 during normal office hours 08:00 until 16:00 (SA time) from
Tuesday, 16 October 2018 to Friday, 2 November 2018.
FOREIGN SHAREHOLDERS
The release, publication or distribution of this announcement and the circular and/or accompanying
documents and the right to elect shares pursuant to the dividend reinvestment alternative in jurisdictions
other than the Republic of South Africa may be restricted or affected by the laws of such jurisdictions, and a
failure to comply with any of those restrictions may constitute a violation of the securities laws of any such
jurisdictions. The shares issued pursuant to the dividend reinvestment alternative have not been and will not
be registered for the purposes of the election under the securities laws of the United States, Australia,
Canada, countries in the European Economic Area, Japan and Hong Kong and accordingly are not being
offered, sold, taken up, re-sold or delivered directly or indirectly to recipients with registered addresses in
such jurisdictions unless certain exemptions from the requirements of those jurisdictions are applicable.
FRACTIONS
Trading in the Strate environment does not permit fractions and fractional entitlements. Where a shareholder's
entitlement to the shares in relation to the dividend reinvestment alternative 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 shareholders.
SALIENT DATES AND TIMES
2018
Circular and form of election posted to shareholders Tuesday, 16 October
Finalisation information including the share ratio and reinvestment price per
share published on SENS by 11:00 (SA time) Tuesday, 23 October
Last day to trade in order to participate in the election to receive shares in
terms of the dividend reinvestment alternative or to receive a cash dividend Tuesday, 30 October
Shares trade ex-dividend Wednesday, 31 October
Listing of maximum possible number of shares under the dividend
reinvestment alternative Friday, 2 November
Last day to elect to receive shares in terms of the dividend reinvestment
alternative or to receive a cash dividend (no late forms of election will be
accepted) at 12:00 (SA time) Friday, 2 November
Record date for the election to receive shares in terms of the dividend
reinvestment alternative or to receive a cash dividend Friday, 2 November
Announcement of results of cash dividend and dividend reinvestment
alternative released on SENS Monday, 5 November
Payment of cash dividends to certificated shareholders by electronic funds
transfer on or about Monday, 5 November
Accounts credited by CSDP or broker to dematerialised shareholders with the
cash dividend payment Monday, 5 November
Share certificates posted to certificated shareholders on or about Wednesday, 7 November
Accounts updated with the new shares (if applicable) by CSDP or broker to
dematerialised shareholders Wednesday, 7 November
Adjustment to shares listed on or about Friday, 9 November
Notes:
1. Shareholders electing the dividend reinvestment alternative are 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, due to the fact that
settlement of the shares will be three days after the record date, which differs from the conventional one
day after record date settlement process.
2. Shares may not be dematerialised or rematerialised between Wednesday, 31 October 2018 and Friday,
2 November 2018, both days inclusive.
3. The above dates and times are subject to change. Any changes will be released on SENS.
TAX IMPLICATIONS
Equites listed on the JSE as a REIT in line with the REIT structure as provided for in the Income Tax Act,
No. 58 of 1962, as amended (the "Income Tax Act") and section 13 of the JSE Listings Requirements.
The REIT structure is a tax regime that allows a REIT to deduct qualifying distributions paid to investors, in
determining its taxable income.
The cash dividend of 68.11618 cents per share meets the requirements of a "qualifying distribution" for the
purposes of section 25BB of the Income Tax Act (a "qualifying distribution") with the result that:
- qualifying distributions received by resident Equites 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 Equites
shareholder. These qualifying distributions are however exempt from dividends withholding tax,
provided that the South African resident shareholders provided the following forms to their CSDP or
broker, as the case may be, in respect of uncertificated shares, or the company, in respect of certificated
shares:
- a declaration that the dividend is 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
abovementioned documents to be submitted prior to payment of the dividend, if such documents have
not already been submitted.
- qualifying distributions received by non-resident Equites shareholders will not be taxable as income and
instead will be treated as ordinary dividends but which are exempt in terms of the usual dividend
exemptions per section 10(1)(k) of the Income Tax Act. Any qualifying distributions are subject to
dividends withholding 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
shareholder. Assuming dividends withholding tax will be withheld at a rate of 20%, the net dividend
amount due to non-resident shareholders is 54.49294 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, as the case may be, 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 abovementioned documents to be submitted prior to payment of the dividend if such documents
have not already been submitted, if applicable.
Shareholders are advised that in electing to participate in the dividend reinvestment alternative, pre-taxation
funds are utilised for the purposes and that taxation will be due on the total cash dividend amount of
68.11618 cents per share.
Other information:
- The issued ordinary share capital of Equites is 454 026 222 ordinary shares of no par value each before
any election to reinvest the cash dividend.
- Income Tax Reference Number of Equites: 9275393180.
The cash dividend or the dividend reinvestment alternative may have tax implications for resident as well as
non-resident shareholders. Shareholders are therefore encouraged to consult their professional advisors
should they be in any doubt as to the appropriate action to take.
11 October 2018
Corporate advisor and sponsor
Java Capital
Date: 11/10/2018 02:14:00 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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