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Declaration of a cash dividend with the election to reinvest the cash dividend in return for Castleview shares
CASTLEVIEW PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/290413/06)
JSE share code: CVW
ISIN: ZAE000251633
(Approved as a REIT by the JSE)
(“Castleview”)
DECLARATION OF A CASH DIVIDEND WITH THE ELECTION TO REINVEST THE CASH DIVIDEND IN RETURN FOR CASTLEVIEW SHARES
Shareholders are referred to Castleview’s unaudited condensed consolidated interim financial statements for the
six months ended 31 August 2019, published on SENS on 5 November 2019, wherein shareholders were advised that the
Castleview board has proposed a further dividend of 18.26000 cents per share as a result of excess cash being
available in Castleview. Castleview has now declared a cash dividend of 18.26000 cents per share (the “cash dividend”)
as a result of excess cash being available in Castleview. Shareholders will be entitled, in respect of all or part
of their shareholdings, to elect to reinvest the cash dividend in return for Castleview shares (the “dividend
reinvestment alternative”), failing which they will receive the cash dividend of 18.26000 cents per share that will be
paid to those shareholders not electing to participate in the dividend reinvestment alternative.
A circular providing further information in respect of the cash dividend and share reinvestment alternative will be
sent to Castleview shareholders on 19 November 2019.
Shareholders who have dematerialised their shares through a Central Securities Depository Participant (“CSDP”) or
broker should instruct their CSDP or broker with regard to their election, in accordance with the terms of the custody
agreement entered into between them and their CSDP or broker.
Salient dates and times 2019
Circular and form of election posted to shareholders Tuesday, 19 November
Finalisation information including the share ratio and reinvestment price per share
published on SENS by 11:00 (SA time) Tuesday, 26 November
Last day to trade in order to participate in the election to receive the dividend
reinvestment alternative or to receive a cash dividend (“LDT”) Tuesday, 3 December
Shares trade ‘ex’ dividend Wednesday, 4 December
Listing of maximum possible number of shares under the dividend reinvestment
alternative Friday, 6 December
Last day to elect to receive the dividend reinvestment alternative or to receive a cash Friday, 6 December
dividend (no late forms of election will be accepted) at 12:00 (SA time)
Record date for the election to receive shares in terms of the dividend reinvestment Friday, 6 December
alternative or to receive a cash dividend (“record date”)
Results of cash dividend and dividend reinvestment alternative published on SENS Monday, 9 December
Cash dividend paid to certificated shareholders by electronic funds transfer on or about Monday, 9 December
Accounts credited by CSDP or broker to dematerialised shareholders with the cash
dividend payment Monday, 9 December
Share certificates posted to certificated shareholders on or about Wednesday, 11 December
Accounts updated with the new shares (if applicable) by CSDP or broker to
dematerialised shareholders Wednesday, 11 December
Adjustment to shares listed on or about Friday, 13 December
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, 4 December 2019 and Friday,
6 December 2019, both days inclusive.
3. The above dates and times are subject to change. Any changes will be released on SENS.
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 18.26000 cents per share.
This 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.
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.
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 plan 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.
TAX IMPLICATIONS
Castleview was granted REIT status by the JSE Limited upon listing on the JSE, in line with the REIT structure as
provided for in the Income Tax Act, No. 58 of 1962, as amended from time to time (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 18.26000 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 Castleview shareholders must be included in the gross income of
such shareholders (as a non-exempt dividend in terms of section 10(1)(k)(i)(aa) of the Income Tax Act), with
the effect that the qualifying distribution is taxable as income in the hands of the Castleview 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 Castleview 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 distribution is 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
14.60800 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 who are South African residents are advised that in electing to participate in the share dividend
alternative, pre-taxation funds are utilised for the reinvestment purposes and that taxation will be due on the total cash
dividend amount of 18.26000 cents per share.
Other information:
- The ordinary issued share capital of Castleview is 33 000 000 ordinary shares of no par value before any
election to reinvest the cash dividend.
- Income Tax Reference Number of Castleview: 9366916188.
The cash dividend or dividend reinvestment alternative may have tax implications for resident as well as non-resident
shareholders. Shareholders are therefore encouraged to consult their tax and/or professional advisors should they be in
any doubt as to the appropriate action to take.
19 November 2019
Corporate Advisor and Designated Advisor
Java Capital
Date: 19/11/2019 02:10:00
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