Last checked at 7 Nov 2019 14:30
7 November 2019
CAPITAL & REGIONAL PLC ("Capital & Regional" or "the Company")
UK company number 01399411
LSE share code: CAL
ISIN: GB0001741544
LEI: 21380097W74N9OYF5Z25
DIVIDEND FINALISATION ANNOUNCEMENT
The Company today announces that an interim dividend of 1 pence per share (the "Dividend") has been declared, to be paid 100% as a property income distribution ("PID"). The PID will be subject to a deduction of a 20% UK withholding tax unless exemptions apply. The dividend is conditional upon completion of the recommended Partial Offer and proposed Share Subscription by Growthpoint Properties Limited, as announced on 17 October 2019.
The Dividend is payable on 27 December 2019 to shareholders registered on the UK principal register ("UK Shareholders"), and the South African branch register ("SA Shareholders"). The Dividend will be paid out of the United Kingdom and will be paid out of the Company's distributable profits. The Record Date for both UK Shareholders and SA Shareholders is at the close of business on Friday, 29 November 2019. No scrip alternative will be offered for this dividend payment.
(i) Shareholders receiving the dividend in cash:
SA shareholders are advised that the exchange rate for the dividend, based on the 7 November 2019 spot rate, will be 19.07 ZAR to 1.00 GBP (the "Exchange Rate"), resulting in a gross local dividend amount of 19.07 ZAR cents per share. Accordingly, shareholders will be paid a cash dividend per share as follows:
PID | UK Shareholders (GBP pence) | SA Shareholders (ZAR cents) |
Gross amount of PID | 1.00 | 19.07000 |
Less 20% UK withholding tax * | (0.20) | (3.81400) |
Net PID dividend payable** | 0.80 | 15.25600 |
Less effective 5% SA dividends tax for SA Shareholders*** | n/a | (0.95350) |
Net PID dividend payable*** | n/a | 14.30250 |
* Certain categories of UK shareholders may apply for exemption, in which case the PID element will be paid gross of UK withholding tax.
** Net position after deducting UK withholding tax for both UK and SA Shareholders, but before SA shareholders have claimed back 5% from HMRC under the double tax agreement between the United Kingdom and South Africa in respect of the UK withholding tax.
*** SA dividends tax applies at the rate of 20% for SA Shareholders, but SA Shareholders receive a rebate of the UK withholding taxes suffered (which is effectively 15%, after taking into account the 5% refund).
TIMETABLE
The key dates in relation to the payment of the Dividend are:
| 2019 |
Last day to trade (SA shareholders) | Tuesday, 26 November |
General Meeting to approve the recommended Partial Offer and Share Subscription by Growthpoint Properties Limited | Tuesday, 26 November |
Shares trade ex-dividend on the JSE | Wednesday, 27 November |
Shares trade ex-dividend on the LSE | Thursday, 28 November |
Record date | Friday, 29 November |
Expected finalisation announcement in respect of the Partial Offer and Admission and commencement of dealings in New Shares from the Share Subscription | Monday, 9 December |
Payment of cash dividend CREST/CSDP/broker accounts credited | Friday, 27 December |
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Notes:
1. JSE shareholders will receive a cash dividend in South African Rand, based on the conversion rate.
2. Share certificates (in respect of shares held on the South African register) may not be demateriliased or rematerialised between Wednesday, 27 November 2019 and Friday, 29 November 2019, both days inclusive.
3. Transfers of shares between sub-registers in the United Kingdom and South Africa may not take place between Tuesday, 26 November 2019 and Friday 29 November 2019, both days inclusive.
TAX IMPLICATIONS FOR SA SHAREHOLDERS
Cash PID
A 20% UK withholding tax will be deducted from cash PIDs. The Company will account to Her Majesty's Revenue & Customs ("HMRC") in sterling for the total UK withholding tax deducted. Under the double tax agreement between the UK and South Africa ("the DTA"), the maximum tax payable in the UK is 15%. South African resident shareholders are therefore entitled to claim a 5% rebate from HMRC in terms of the DTA.
SA dividends tax, at a rate of 20%, will apply to cash PIDs to the extent that the Company shares are held on the SA share register, unless the beneficial owner of the dividend is exempt from dividends tax (e.g. if it is a South African resident company). SA resident shareholders can, however, claim a rebate against the SA dividends tax for any UK withholding tax suffered. Accordingly, 15% of the UK withholding tax may be claimed as a rebate against the 20% SA dividends tax.
In summary, therefore, 20% will be withheld in the UK, a further 5% will be withheld in SA (where appropriate), but South African resident shareholders will be entitled to claim back 5% from HMRC which will bring the overall total to 20%.
UK taxation
The receipt of the cash dividend may have tax implications for shareholders who are resident in the United Kingdom or other countries and such shareholders are advised to obtain appropriate advice from their professional advisors in this regard.
- ENDS -
For further information:
Capital & Regional plc 020 7932 8000
Lawrence Hutchings
Stuart Wetherly
FTI Consulting 020 3727 1000
Richard Sunderland
Claire Turvey
Methuselah Tanyanyiwa
capreg@fticonsulting.com
Java Capital Trustees and Sponsors +27 11 722 3050
JSE Sponsor
About Capital & Regional plc
Capital & Regional is a UK focused specialist property REIT with a strong track record of delivering significant value enhancing retail and leisure asset management opportunities across its c. £0.8 billion portfolio of in-town, dominant community shopping centres.
Capital & Regional owns seven shopping centres in Blackburn, Hemel Hempstead, Ilford, Luton, Maidstone, Walthamstow and Wood Green. Capital & Regional manages these assets through its in-house expert property and asset management platform.
For further information see www.capreg.com.