Announcement of dividend reinvestment price and confirmation of finalisation information
REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
(Approved as a REIT by the JSE)
("Redefine" or the "company")
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR
TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT (AS DEFINED BELOW)). THE DISTRIBUTION
OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY
DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES, SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH
RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY
ANNOUNCEMENT OF DIVIDEND REINVESTMENT PRICE AND CONFIRMATION OF FINALISATION INFORMATION
Further to the declaration of a cash dividend of 49.19 cents per share (the "cash dividend") with an election to
reinvest the cash dividend in return for Redefine shares (the "share reinvestment alternative"), announced on SENS
on 6 May 2019 (the "declaration announcement"), the price per share, as determined on Monday, 13 May 2019,
applicable to Redefine shareholders electing the share reinvestment alternative and recorded in the register on Friday,
24 May 2019 (i.e. the "record date"), is R9.50 per share (the "reinvestment price"). The reinvestment price is equal
to a 0.24% discount to the five-day volume weighted average traded price (less the cash dividend accrued over the
dividend cycle calculated on a daily basis) of Redefine shares on the JSE prior to the finalisation date.
The ratio in respect of the share reinvestment alternative is 5.17789 shares for every 100 shares held on the record date
by South African resident shareholders exempt from dividend tax and 4.14232 shares for every 100 shares held on the
record date by non-resident shareholders subject to dividend tax at 20%.
Where a shareholder's entitlement to the shares in relation to the share reinvestment alternative, calculated with
reference to the above share ratio, 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 shareholder.
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 declaration as to residence as
detailed in paragraph 5 of the circular to Redefine shareholders dated and posted on Monday, 6 May 2019
(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 49.19 cents per share.
Dividend tax implications for non-resident shareholders
Dividends received from a REIT by a non-resident shareholder will be 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 5 of the circular. Non-resident shareholders who have submitted the requisite documentation and
assuming that a dividend tax rate of 20% is applicable, will accordingly receive a net dividend of 39.352 cents per
Due to the fact that the cash dividend or share 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.
Illustrative example on the application of rounding and the impact of dividend tax
The application of the rounding principle of rounding down to the nearest whole number and the impact of dividend
tax on shareholders has been illustrated by way of the example below:
South African Non-resident
shareholders subject to
exempt from dividend tax at
dividend tax 20%
Dividend per share (cents) 49.19 49.19
Dividend tax per share (cents) - (9.838)
Total net dividend per share (cents) 49.19 39.352
Number of shares held 100 100
Reinvestment price (R) 9.50 9.50
Total amount available for reinvestment (R) 49.19 39.352
Number of shares issued in terms of share reinvestment alternative 5.00 4.00
Total amount payable for shares acquired in terms of the share reinvestment
alternative (R) 47.50 38.00
Balance of distribution paid to shareholder (R) 1.69 1.352
Trading of Redefine shares
Shareholders are advised that, as per the published timetable, the last date to trade is Tuesday, 21 May 2019 and the
shares will trade ex-dividend on Wednesday, 22 May 2019.
As published in the declaration announcement, shareholders electing the share reinvestment alternative are once again
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 being Friday, 24 May 2019, due to the fact that settlement of the shares will be three days after the record
date, being Wednesday, 29 May 2019, which differs from the conventional one day after record date settlement
Shareholders are reminded that the last day to elect to receive the share reinvestment alternative is 12:00 (South
African time) on Friday, 24 May 2019. No action is required if you wish to receive the cash dividend.
The salient dates, timetable and all other information relating to the dividend (including the tax implications) and
share reinvestment alternative disclosed in the declaration announcement remain unchanged.
This announcement does not constitute or form part of an offer to sell securities, or the solicitation of any offer to buy
or subscribe for any securities, to or from any person in the United States (or to, or for the account or benefit of, any
such person or any U.S. person) or in any other jurisdiction in which, or to or from any other person to or from whom,
such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold
in the United States or to, or for the account or benefit of, U.S. persons absent registration with the United States
Securities and Exchange Commission or an exemption from registration. There will be no public offer of the securities
in the United States.
14 May 2019
Corporate advisor and sponsor
NOT FOR DISTRIBUTION IN THE UNITED STATES
Date: 14/05/2019 11:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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