Last checked at 13 Apr 2017 10:00
13 April 2017
Capital & Regional plc
("Capital & Regional" or the "Company" or "Group")
DIVIDEND FINALISATION ANNOUNCEMENT
As previously announced on 9 March 2017 the Company has declared a final dividend of 1.77 pence per share (the "Dividend"). Shareholders are now advised that the dividend is proposed to be paid as a 100% non-PID. As such it will therefore be treated as an ordinary UK company dividend, with no withholding tax deducted.
Shareholders on the South African ("SA") share register are advised that the South African Rand exchange rate for the dividend will be 17.02 ZAR to 1.00 GBP (the "Exchange Rate"), resulting in a gross local dividend amount of 30.12540 ZAR cents per share.
Subject to approval at the Company's AGM on 9 May 2017 the dividend will be paid on 16 May 2017.
The Directors are offering a scrip alternative ("scrip alternative") to the Dividend, further details of which are contained in the Scrip Dividend Rules available from http://capreg.com/investor-info/scrip/ and from the Company's Registrars. A cash dividend will be paid to shareholders unless they elect to receive the scrip alternative. Capitalised terms used in this announcement will be the same meaning as defined in the Scrip Dividend Rules.
(i) Shareholders receiving the dividend in cash:
Shareholders who do not elect to receive New Ordinary Shares pursuant to the Scrip Dividend Scheme will be paid a cash dividend per share as follows:
| Shareholders on the UK share register | Shareholders on the SA share register |
Non-PID (gross) | 1.77 pence | 30.12540 ZAR cents |
*Less 20% South African dividends tax (JSE shareholders) | - | 6.02508 ZAR cents |
Non-PID (net) | 1.77 pence | 24.10032 ZAR cents |
* Non-PID - taxed as a normal dividend in SA
(ii) Shareholders who elect to take shares:
The Scrip Calculation Price for shareholders who hold their shares on the Company's UK share register ("LSE shareholders") is 56.48 pence, being the average of the middle market quotations of an Ordinary Share derived from the Daily Official List of the LSE for the last five dealing days ending on 12 April 2017, less the gross amount of Dividend per share. The Scrip Calculation Price for Johannesburg Stock Exchange ("JSE") shareholders is 9.61290 ZAR, being the Scrip Calculation Price for LSE shareholders, converted to Rand at the Exchange Rate.
The number of New Ordinary Shares to be allocated to shareholders electing to participate in the Scrip Dividend Scheme will be calculated by dividing the net value of the Dividend otherwise receivable by a Shareholder by the Scrip Calculation Price and rounding down to the nearest whole number. As no fraction of a new share will be issued, for LSE shareholders any residual Cash Balance, i.e. the total value of the dividend receivable less the value of the shares allocated, will be rolled forward and factored into the Scrip calculation for the next relevant Dividend. For JSE shareholders, any residual Cash Balance will be paid in cash in the same way as the Dividend would have been paid had those shareholders not elected to receive the scrip alternative.
By way of illustration, a shareholder who holds 1,000 shares (for JSE shareholders the dividend payment is subject to 20% dividends tax) and who elects to receive New Ordinary Shares pursuant to the Scrip Dividend Scheme, will receive a number of New Ordinary Shares calculated as follows:
| LSE Shareholders | JSE Shareholders |
Amount of non-PID dividend entitled to receive (per 1.77 pence or 24.10032 ZAR cents x 1,000): | £17.70 | 241.00 ZAR |
Scrip Calculation Price | 56.48 pence | 9.61290 ZAR |
Calculated number of new shares to which shareholder is entitled (assuming no cash residual balance brought forward) | 31.33853 | 25.07082 |
Actual number of new shares received | 31 | 25 |
Cash Balance (multiply fractional entitlement by Scrip Calculation Price) | 19 pence | 0.68 ZAR |
* For JSE shareholders the amounts calculated have been determined with reference to the net (after taking dividends tax into account) non-PID dividend to which a shareholder is entitled.
TIMETABLE
The key dates in relation to the payment of the Dividend are:
| 2017 |
Last day to trade (JSE shareholders) | Monday, 24 April |
Shares trade ex-dividend on the JSE | Tuesday, 25 April |
Shares trade ex-dividend on the LSE | Thursday, 27 April |
Record date | Friday, 28 April |
Closing date to elect to receive the scrip alternative (JSE and LSE shareholders) | Friday, 28 April |
Announcement of the total amount of new shares to be issued | Wednesday, 10 May |
Dispatch of share certificates, payment of cash dividend and residual cash balances (if applicable), CREST/CSDP/broker accounts credited/updated and new shares listed | Tuesday, 16 May |
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Notes:
· JSE shareholders will receive a cash dividend in South African Rand, based on the conversion rate.
· Share certificates (in respect of shares held on the South African register) may not be demateriliased or rematerialised between Tuesday, 25 April 2017 and Friday, 28 April 2017, both days inclusive.
· Transfers of shares between sub-registers in the United Kingdom and South Africa may not take place between Thursday, 13 April and Friday, 28 April 2017, both days inclusive.
· Shareholders should note that new shares should not be traded until they are issued or reflected in their respective accounts.
TAX IMPLICATIONS FOR JSE SHAREHOLDERS
Cash non-PID
SA dividends tax at the rate of 20% will apply to cash non-PIDs paid by the Company, unless the beneficial owner of the Dividend is exempt from SA dividends tax (e.g. if the beneficial owner is a South African company or a non-South African resident). Since no withholding tax is suffered in the UK on cash non-PIDs, no rebate can be claimed. The relevant regulated intermediary (being the SA transfer secretaries or other CSDP, broker or institution, as applicable) will therefore be required to deduct 20% tax on all cash non-PID's paid to persons who are not exempt from SA dividends tax, and pay this to the South African Revenue Service.
New shares issued pursuant to the scrip alternative
As new shares issued pursuant to the scrip alternative should not constitute dividends or foreign dividends, dividends tax does not apply to that part of any dividend satisfied by the issue of New Ordinary shares where such new shares are provided in lieu of the dividend. Cash balances paid are expected to be taxed as a cash non-PID, as set out above. However, the legislation in this regard is complex and shareholders should accordingly seek independent professional tax advice.
UK taxation
The receipt of the cash dividend or election to receive the scrip alternative 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
Hugh Scott-Barrett
Charles Staveley
About Capital & Regional plc
Capital & Regional is a UK focused specialist retail REIT with a strong track record of delivering value enhancing retail and leisure asset management opportunities across a c. £1 billion portfolio of in-town dominant community shopping centres. Capital & Regional is listed on the main market of the London Stock Exchange and has a secondary listing on the Johannesburg Stock Exchange.
Capital & Regional owns seven shopping centres in Blackburn, Hemel Hempstead, Ilford, Luton, Maidstone, Walthamstow and Wood Green. It also has a 20% joint venture interest in the Kingfisher Centre in Redditch. Capital & Regional manages these assets, which comprise over 900 lettable units and attract c. 1.7 million shopping visits each week, through its in-house expert property and asset management platform.
For further information see www.capreg.com.