To view the PDF file, sign up for a MySharenet subscription.

EPP N.V. - Declaration of a dividend for the six months ended 31 December 2019

Release Date: 12/03/2020 07:15
Code(s): EPP     PDF:  
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
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.

Share This Story