Wrap Text
Declaration of a dividend for the six months ended 31 December 2019
EPP 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 31 DECEMBER 2019
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 31 December 2019.
South African resident shareholders who hold shares traded on the JSE will receive the cash dividend in South African
Rand (“Rand”). Shareholders who hold EPP shares listed and traded on the Euro MTF market of the Luxembourg Stock
Exchange (the “LuxSE”) will receive the cash dividend in Euro. The cash dividend will be paid out of the company’s
distributable profits.
1. SALIENT DATES AND TIMES
The dividend is payable to EPP shareholders in accordance with the timetable set out below:
2020
Euro to Rand exchange rate announced on SENS and published on the LuxSE Tuesday, 24 March
website by 11:00 South African time on
Last day to trade on the JSE and LuxSE in order to receive the dividend Tuesday, 31 March
Shares commence trading ex the dividend Wednesday, 1 April
Record date for receipt of the dividend Friday, 3 April
Dividend paid to EPP shareholders Monday, 6 April
Last day to deliver documentation to EPP in respect of an exemption from or Wednesday, 29 April
reduction of Dutch dividends withholding tax at source
Notes:
1. Transfers of shares between the JSE and the LuxSE may not take place between Tuesday, 31 March 2020 and Friday, 3 April 2020, both days
inclusive.
2. Shares may not be dematerialised or rematerialised between Wednesday, 1 April 2020 and Friday, 3 April 2020, 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, 6 April 2020. 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 in terms of paragraphs 2.1(i) and 2.1(ii) above, the
difference between 15% and the Dutch DWHT to be withheld will be paid out to the shareholder, after the
Dutch DWHT return and/or Dutch DWHT notification 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 the DWHT relief aspects for certain 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 a tax resident of 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 Wednesday, 29 April
2020. Subsequently, this information needs to be included by EPP in the Dutch DWHT return.
As indicated above, EPP will, as a general rule, initially withhold 15% on ALL dividends
distributed on Monday, 6 April 2020. If EPP has been provided with proof, to its satisfaction,
before Wednesday, 29 April 2020, 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 of 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 and have EPP pay out the 15% to the relevant corporate shareholder after having filed
the DWHT return, 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 Wednesday, 29 April 2020. Subsequently, EPP will need to file a
Dutch DWHT notification with the Dutch tax authorities.
Shareholders are advised that EPP will, as a general rule, initially withhold 15% on ALL
dividends distributed on the dividend payment date, being Monday, 6 April 2020. If EPP has
been provided with proof, to its satisfaction, before Wednesday, 29 April 2020, 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 Dutch DWHT notification 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(ii) 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. Furthermore, based on the most
favoured nation clause included in the NL-SA Treaty, an exemption from Dutch DWHT is available
for corporate South African shareholders that own 10% or more of the capital of EPP. This was
confirmed by the Dutch Supreme Court on 18 January 2019. The reduction or exemption 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 and have EPP pay out the difference between 15% and the DWHT to be withheld to the
relevant corporate South African shareholder after having filed the DWHT return, 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 by no later than 15 business days following the record date
for receipt of the cash dividend, in case the DWHT reduction at source would be applied.. For this
specific procedure to be followed, the respective qualifying corporate South African shareholders
can contact EPP via dividend@epp-poland.com.
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 share capital of EPP 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
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 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 DWHT return: 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 Wednesday, 26 April 2020. 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 DWHT at source and have EPP
pay out the difference between 15% and the DWHT to be withheld to the relevant individual South African
shareholder after having filed the DWHT return, or be refunded the 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 as 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 dividends withholding tax 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 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% DWT), unless a specific South African domestic exemption applies and the required documentation as set out
in paragraph 3 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.
12 March 2020
JSE Sponsor
Java Capital
Luxembourg Stock Exchange Listing Agent
Harneys Luxembourg
For 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
Harneys Luxembourg, Luxembourg Stock Exchange Listing Agent
Phone: +352 27 86 71 02
Singular Systems IR
Michèle Mackey / Jacques de Bie
+27 (0)10 003 0700/+27 (0)82 497 9827
michele@singular.co.za / Jdebie@singular.co.za
Date: 12-03-2020 07:15:00
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