Announcement Of Dividend Reinvestment Price And Confirmation Of Finalisation Information
FAIRVEST PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/005011/06)
Share code: FVT ISIN: ZAE000203808
(Approved as a REIT by the JSE)
(“Fairvest” or “the Company”)
ANNOUNCEMENT OF DIVIDEND REINVESTMENT PRICE AND CONFIRMATION OF FINALISATION INFORMATION
Shareholders are referred to Fairvest’s summarised consolidated results for the six months
ended 31 December 2018, as announced on the JSE’s Stock Exchange News Service
(“SENS”) on 27 February 2019, advising that Fairvest’s board of directors has approved and
declared an interim gross dividend, out of income reserves, of 10.616 cents per share for the
that period, with a reinvestment alternative (“Reinvestment Alternative”). Additional
information regarding the dividend and the Reinvestment Alternative, including the tax
treatment and timetable, was released by Fairvest in a separate SENS announcement on
27 February 2019 (“Detailed Announcement”).
In terms of the Reinvestment Alternative, shareholders will be entitled, in respect of all or part
of their shareholdings, to elect to reinvest the cash dividend of 10.616 cents per share, in
return for Fairvest ordinary shares, failing which they will receive the cash dividend. Further
details regarding the Reinvestment Alternative can be found in the circular distributed to
Fairvest shareholders on Friday, 15 March 2019 (“Circular”).
Fairvest confirms that the price applicable to shareholders electing the Reinvestment
Alternative and recorded in the register on Friday, 5 April 2019 (“Record Date”), is R2.08868
per new Fairvest share (“Reinvestment Price”).
The Reinvestment Price is equal to a 2.5% discount to the volume weighted average price
(“VWAP”) of R2.24839 at which Fairvest shares traded on the JSE over the five trading days
prior to the finalisation date of Friday, 22 March 2019, post the deduction from such VWAP of
the dividend for the six months ended 31 December 2018 of 10.616 cents per share.
DIVIDEND WITHHOLDING TAX (“DIVIDEND TAX”) IMPLICATIONS
Dividend Tax implications for South African resident shareholders
Dividends received from a Real Estate Investment Trust (“REIT”) are exempt from Dividend
Tax in the hands of South African resident shareholders provided that the shareholders have
provided the requisite documentation, as detailed in paragraph 4 of the Circular. South African
resident shareholders, who have submitted the requisite documentation and are exempt from
Dividend Tax, will accordingly receive a net dividend of 10.616 cents per share.
Dividend Tax implications for non-resident shareholders
Dividends received from a REIT by a non-resident shareholder are subject to Dividend 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 non-resident
shareholder. A reduced dividend withholding rate in terms of the applicable DTA may only be
relied upon if the non-resident shareholder has provided the requisite documentation as
detailed in paragraph 4 of the Circular. Non-resident shareholders who have not submitted the
requisite documentation, and assuming that a Dividend Tax rate of 20% is applicable, will
accordingly receive a net dividend of 8.4928 cents per share.
The impact of Dividend Tax on shareholders has been illustrated by way of the example below:
South African resident Non-resident
shareholders exempt shareholder subject to
from Dividend Tax Dividend Tax at 20%
Dividend per share (cents) 10.61600 10.61600
Dividend Tax per share (cents) (0.00000) (2.12320)
Total net dividend per share (cents) 10.61600 8.49280
Reinvestment Price (R) R2.08868 R2.08868
Number of shares issued per 100
shares held (ratio) 5.08263 4.06610
Due to the fact that the cash dividend or Reinvestment Alternative may have tax implications
for resident and non-resident shareholders, shareholders are encouraged to consult their
professional advisors should they be in any doubt as to the appropriate action to take.
TRADING OF FAIRVEST SHARES
Further to the Detailed Announcement, shareholders electing the Reinvestment Alternative
are reminded of the fact that the new shares will be listed on last day to trade (“LDT”) + 3 and
that these new shares can only be traded on LDT + 3, being Friday, 5 April 2019, due to the
fact that settlement of the shares will occur on Wednesday, 10 April 2019, three business days
after Record Date, which differs from the conventional one business day after Record Date
Shareholders are reminded that the last day to elect to receive Reinvestment Alternative is
12:00 (South African time) on Friday, 5 April 2019.
The salient dates and all other information relating to the cash dividend and Reinvestment
Alternative disclosed in the Detailed Announcement and the Circular remain unchanged.
Trading in the electronic Strate environment does not permit fractions and fractional
entitlements in respect of shares. Accordingly, should a shareholder’s reinvestment in new
shares, calculated in accordance with the ratio shown above, give rise to a fraction of a new
share, such fraction will be rounded down to the nearest whole number, resulting in the
allocation of whole shares and a payment to the shareholder in respect of the remaining cash
amount due to that shareholder under the dividend. Certificated shareholders whose bank
account details are not held by Fairvest’s transfer secretaries are requested to provide such
details to the transfer secretaries to enable payment of the fraction due to the shareholder in
respect of the Reinvestment Alternative. Should no details be on record, the funds will be held
by the Company until such time as the details have been provided and the cash fraction will
be paid to the shareholder upon its request.
The distribution of the Circular and/or accompanying documents and the right to elect the
Reinvestment Alternative in jurisdictions other than South Africa may be restricted by law and
a failure to comply with any of these restrictions may constitute a violation of the securities
laws of any such jurisdictions. The shares have not been and will not be registered for the
purposes of the election under the securities laws of the United Kingdom, European Economic
Area or EEA, Canada, United States of America, Japan or Australia and accordingly are not
being offered, sold, taken up, re-sold or delivered directly or indirectly to recipients with
registered addresses in such jurisdictions.
- Shares in issue at the date of declaration of this interim dividend: 1 005 940 398
- Fairvest’s income tax reference number: 9205/066/06/1
22 March 2019
Date: 22/03/2019 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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