Last checked at 13 Sep 2016 10:00
13 September 2016
Capital & Regional plc
("Capital & Regional" or the "Company" or "Group")
Scrip Dividend
As previously announced on 18 August 2016 the Company has declared an interim dividend of 1.62 pence per share (the "interim dividend"), all of which will be paid as a Property Income Distribution ("PID").
The board is offering shareholders an opportunity to participate in the Company's Scrip Dividend Scheme ("Scheme") in respect of this interim dividend, such that shareholders may elect to receive new ordinary shares in the Company instead of cash ("scrip dividend"). A cash dividend will be paid to shareholders unless they elect to receive the scrip dividend. In the case of shares held on the Company's South African register, the interim dividend will be converted to Rand at a conversion rate to be announced on 26 September 2016 (the "conversion rate").
In relation to the Scheme, the following documents have today been distributed to shareholders:
- Scrip Dividend Scheme Summary ("Summary");
- Scrip Dividend Scheme Rules ("Rules"); and
- Scrip Dividend Scheme mandate form ("Mandate").
The Rules have been uploaded to the National Storage Mechanism in the UK and will shortly be available for inspection at www.morningstar.co.uk/UK/NSM. All of the documents will also available on the Company's website, http://capreg.com/investor-info/Scrip/.
Certificated shareholders electing to receive the scrip dividend should complete the Mandate. Shareholders who hold their shares in dematerialised form through CREST in the UK or Strate in South Africa and who wish to receive the scrip dividend should contact their CREST service provider, CSDP or broker as applicable.
Should a shareholder elect to receive the scrip dividend, such shareholder will become entitled to a number of new Capital & Regional ordinary shares ("new shares"), determined by multiplying the number of ordinary shares held by the relevant shareholder at the record date for receipt of the interim dividend by the dividend per ordinary share (converted to Rand, if applicable) and dividing it by the scrip calculation price. Where UK withholding tax has to be accounted for, the calculation will be with reference to the net amount of the dividend per share, accounting for the current applicable withholding tax rate. The scrip calculation price will be announced on 26 September 2016 and will be the average of the middle market quotations of an ordinary share derived from the Daily Official List of the London Stock Exchange ("LSE") for the last five dealing days ending on 23 September 2016, less the amount of the interim dividend per ordinary share. For ordinary shares traded on the Johannesburg Stock Exchange ("JSE"), this price will be converted into Rand at the conversion rate.
As no fraction of a new share will be issued, any residual cash balance due to shareholders who hold their shares on the Company's UK register ("LSE shareholders") will be rolled forward and factored into the scrip dividend calculation for the next relevant dividend. Any residual cash balance due to shareholders who hold their shares on the Company's South African register ("JSE shareholders") will be paid to such shareholders in cash in the same way as the interim dividend would have been paid had those shareholders not elected to receive the scrip dividend.
The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in the Company in a simple manner without paying any dealing costs or stamp duty.
As at the date of this announcement, the Company had 700,752,626 ordinary shares of 1 pence each in issue.
TIMETABLE
The key dates in relation to the payment of the interim dividend are:
| 2016 | |
Announcement of scrip calculation price and conversion rate | Monday, 26 September | |
Last day to trade (JSE shareholders) | Tuesday, 27 September | |
Shares trade ex-dividend on the JSE | Wednesday, 28 September | |
Shares trade ex-dividend on the LSE | Thursday, 29 September | |
Record date | Friday, 30 September | |
Closing date to elect to receive the scrip dividend (JSE shareholders) | Friday, 30 September | |
Closing date to elect to receive the scrip dividend (LSE shareholders) | Wednesday, 12 October | |
Announcement of the total amount of new shares to be issued | Monday, 17 October | |
Dispatch of share certificates, payment of cash dividend and residual cash balances (if applicable), CREST/CSDP/broker accounts credited/updated and new shares listed | Thursday, 27 October | |
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 Wednesday, 28 September 2016 and Friday, 30 September 2016, both days inclusive.
· Transfers of shares between sub-registers in the United Kingdom and South Africa may not take place between Monday, 26 September 2016 and Friday, 30 September 2016, 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 PID
A 20 per cent UK withholding tax will be deducted from cash PIDs. On application by a JSE shareholder, a 5 per cent rebate is claimable from HMRC, resulting in an effective UK withholding tax rate of 15 per cent. Cash PIDs should be regarded as foreign dividends for South African tax purposes. Accordingly, South African dividends tax, at the rate of 15%, will apply to cash PIDs payable by the Company unless the beneficial owner of the dividend is exempt from dividends tax (e.g. if it is a South African resident company); however should be reduced to nil as a result of at least 15 per cent UK withholding tax already having been borne.
New shares issued pursuant to the scrip dividend
A 20 per cent UK withholding tax will have been deducted in calculating the number of new shares issued to shareholders in terms of the Scheme. On application by a JSE shareholder, a 5 per cent rebate is claimable from HMRC, resulting in an effective UK withholding tax rate of 15 per cent. As new shares issued pursuant to the scrip dividend should not constitute dividends or foreign dividends, dividends tax does not apply to that part of any dividend satisfied by the issue of new shares where such new shares are provided in lieu of the dividend. Cash balances paid are expected to be taxed as a cash PID, as set out above.
UK taxation
The receipt of the cash dividend or election to receive the scrip 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: | Tel: 020 7932 8000 |
Hugh Scott-Barrett, Chief Executive |
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Charles Staveley, Group Finance Director |
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FTI Consulting: | Tel: 020 3727 1000 |
Richard Sunderland Claire Turvey capreg@fticonsulting.com |
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Notes to editors:
About Capital & Regional plc
Capital & Regional is a UK focused specialist property 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, Camberley, Hemel Hempstead, Luton, Maidstone, Walthamstow and Wood Green. It also has a 20% joint venture interest in the Kingfisher Centre in Redditch and a 50% joint venture in the Buttermarket Centre, Ipswich. Capital & Regional manages these assets, which comprise over 950 retail units and attract over 1.7 million shopping visits each week, through its in-house expert property and asset management platform.
For further information see www.capreg.com.