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Announcement of dividend reinvestment price and confirmation of finalisation information
HYPROP INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005284/06)
JSE share code: HYP ISIN: ZAE000190724
JSE bond issuer code: HYPI
(Approved as a REIT by the JSE)
(“Hyprop” 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This announcement is not for publication or distribution, directly or indirectly, in or into the United States or to any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 U.S. 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 such jurisdiction.
ANNOUNCEMENT OF DIVIDEND REINVESTMENT PRICE AND CONFIRMATION OF FINALISATION INFORMATION
Background
Shareholders are referred to the SENS announcement published on 5 January 2021 (as well as the revised circular issued to
Hyprop shareholders on 5 January 2021 (the “circular”)) advising Hyprop shareholders, inter alia, that:
– the Hyprop board declared a further distribution of 66.26291 cents per Hyprop share for the year ended 30 June 2020
(the “2020 further distribution”);
– the 2020 further distribution, together with Hyprop’s interim distribution of 308.73709 cents per share for the six
months ended 31 December 2019 (the “2020 interim distribution”) resulted in a total declared distribution of 375
cents per share for the 2020 financial year (the 2020 interim distribution and the 2020 further distribution are
collectively referred to as the “dividend”), equivalent to 76% of Hyprop’s distributable income for the year ended
30 June 2020, which will be settled in cash (the “cash dividend”);
- shareholders have been provided with an election to retain the cash dividend or to reinvest the cash dividend in
return for Hyprop shares (the “share reinvestment alternative”), on the basis that the default alternative is to
retain the cash dividend of 375 cents per share that will be paid to those shareholders not electing to participate
in the share reinvestment alternative;
- the last day to submit the form of election to participate in the share reinvestment alternative is 12:00 (South
African time) on Friday, 22 January 2021. No action is required if you wish to receive the cash dividend; and
- The share reinvestment alternative and the reinvestment price referred to below are applicable to both the 2020
interim distribution and the 2020 further distribution.
Reinvestment price
Shareholders are advised that the price per share, as determined on Monday, 11 January 2021, applicable to Hyprop
shareholders electing the share reinvestment alternative and recorded in the register on Friday, 22 January 2021 (i.e. the
“record date”) is R19.25 per share (the “reinvestment price”). The reinvestment price equates to a discount to the traded
price less the cash dividend (the “clean price”) of Hyprop shares on the JSE prior to the finalisation date, as follows:
Measure Traded price Clean price Reinvestment price
(R) (R) % discount
14 day volume weighted average price 27.82645 24.07645 20.05%
30 day volume weighted average price 29.71560 25.96560 25.86%
The ratio of the number of shares to which a shareholder is entitled pursuant to the share reinvestment alternative for every
100 shares held on the record date is as follows:
2020 interim 2020 further Dividend
distribution distribution (Total)
South African resident shareholders exempt from
dividends tax 16.03829 3.44223 19.48052
Non-resident shareholders subject to dividend tax
at 20% 12.8306 2.75378 15.58442
Trading in the Strate environment does not permit fractions and fractional entitlements. Where a shareholder’s entitlement
to the shares in relation to the share reinvestment alternative, calculated with reference to the above share ratios, 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
balance of the cash dividend being retained by the shareholders. In implementing the share reinvestment alternative,
fractional entitlements will be calculated in respect of the total dividend (and not in respect of the interim distribution
and further distribution separately).
The Hyprop directors have indicated that, to the extent that they are permitted to do so, they intend to elect the share
reinvestment alternative in respect of the Hyprop shares held by them. To this end, as Hyprop is currently in a financial
closed period (with the result that Hyprop directors are not able to obtain clearance to deal in Hyprop shares), Hyprop has
submitted a dispensation request to the JSE seeking dispensation to allow Hyprop’s directors to participate in the dividend
reinvestment alternative and is awaiting feedback from the JSE on the outcome of this dispensation request.
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. South African resident shareholders, who have submitted the requisite documentation
and are exempt from dividend tax, will accordingly receive a net dividend of 375 cents per share in respect of the dividend
(comprising a net dividend of 308.73709 cents per share in respect of the 2020 interim distribution and 66.26291 cents per
share in respect of the 2020 further distribution).
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 tax 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 300 cents per share (comprising a net
dividend of 246.98967 cents per share in respect of the 2020 interim distribution and 53.01033 cents per share in respect of
the 2020 further distribution).
The cash dividend or share 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.
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 examples below.
In implementing the share reinvestment alternative, fractional entitlements will be calculated as set out in the “Dividend
(Total)” column (and not in respect of the interim distribution and further distribution separately as reflected in the
columns headed “2020 interim distribution” and “2020 further distribution”, which are included for illustrative purposes only
assuming that each of the interim distribution and further distribution are implemented separately).
South African resident shareholders exempt from dividend tax
2020 interim 2020 further Dividend
distribution distribution (Total)
Dividend per share (cents) 308.73709 66.26291 375
Dividend tax per share (cents) - - -
Total net dividend per share (cents) 308.73709 66.26291 375
Number of shares held 100 100 100
Reinvestment price (R) 19.25000 19.25000 19.25000
Total amount available for reinvestment (R) 308.73709 66.26291 375
Number of shares issued in terms of share reinvestment
alternative 16 3 19
Total amount payable for shares acquired in terms of the share
reinvestment alternative (R) 308.00000 57.75000 365.75000
Balance of distribution paid to shareholder (R) 0.73709 8.51291 9.25000
Non-resident shareholders subject to dividend tax at 20%
2020 interim 2020 further Dividend
distribution distribution (Total)
Dividend per share (cents) 308.73709 66.26291 375
Dividend tax per share (cents) (61.74742) (13.25258) (75)
Total net dividend per share (cents) 246.98967 53.01033 300
Number of shares held 100 100 100
Reinvestment price (R) 19.25000 19.25000 19.25000
Total amount available for reinvestment (R) 246.98967 53.01033 300
Number of shares issued in terms of share reinvestment
alternative 12 2 15
Total amount payable for shares acquired in terms of the share
reinvestment alternative (R) 231.00000 38.50000 288.75000
Balance of distribution paid to shareholder (R) 15.98967 14.51033 11.25000
Trading of Hyprop shares
Shareholders are advised that, in terms of the published timetable, the last date to trade is Tuesday, 19 January 2021 and
the shares will trade ex-dividend on Wednesday, 20 January 2021.
Shareholders are further reminded that the default alternative is to retain the cash dividend of 375 cents per share that
will be paid to those shareholders not electing to participate in the share reinvestment alternative. The last day to
submit the form of election to participate in the share reinvestment alternative is 12:00 (South African time) on
Friday, 22 January 2021. No action is required if you wish to receive the cash dividend.
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, 22 January 2021, due to the fact that
settlement of the shares will be three days after the record date, being Wednesday, 27 January 2021, which differs from the
conventional one day after record date settlement process.
The salient dates, timetable and all other information relating to the dividend (including the tax implications) and share
reinvestment alternative (including the form of election) are disclosed in the circular and announcement published on
5 January 2021.
Disclaimer
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, as defined in Regulation S under the U.S. Securities Act) 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 U.S. 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.
12 January 2021
Corporate advisor and sponsor Legal advisor
Java Capital Cliff Dekker Hofmeyr
Date: 12-01-2021 11:07:00
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