12 Jan 2021 09:00
STENPROP LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: STP JSE share code: STP
ISIN: GG00BFWMR296
("Stenprop" or the "Company")
FINALISATION ANNOUNCEMENT IN RESPECT OF AN ELECTION TO RECEIVE EITHER A CASH DIVIDEND OR A SCRIP DIVIDEND
12 January 2021
Stenprop shareholders are referred to the circular (the "circular") and the announcement issued on Thursday, 17 December 2020 in respect of an election to receive the interim dividend of 3.375 pence per share (the "dividend") for the six months ended 30 September 2020, either as a cash dividend (the "cash dividend") or as a scrip dividend (the "scrip dividend"). Shareholders are now advised that the dividend will be paid as follows:
- 1.600 pence (47.41%) will comprise a property income distribution ("PID"). The PID will be subject to a deduction of a 20% United Kingdom ("UK") withholding tax unless exemptions apply.
- 1.775 pence (52.59%) will comprise a non-PID. The non-PID will be treated as an ordinary UK company dividend, with no UK withholding tax deducted.
(i) Shareholders receiving the dividend in cash:
South African ("SA") shareholders are advised that the exchange rate for the dividend will be 20.87500 ZAR to 1.00 GBP (the "exchange rate"), as obtained by the Company on Monday, 11 January 2021, resulting in a gross local dividend amount of 70.45313 ZAR cents per share. Accordingly, shareholders who do not elect to receive new ordinary shares pursuant to the scrip dividend will be paid a cash dividend per share as follows:
PID | UK Shareholders (GBP pence) | SA Shareholders (ZAR cents) |
Gross amount of PID | 1.60000 | 33.40000 |
Less 20% UK withholding tax * | 0.32000 | 6.68000 |
Net PID dividend payable** | 1.28000 | 26.72000 |
Less effective 5% SA dividends tax for SA Shareholders*** | n/a | 1.67000 |
Net PID dividend payable*** | n/a | 25.05000 |
* 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 to SA Shareholders who do not qualify for an exemption from SA dividends tax (SA tax resident companies and certain exempt institutions are, amongst others, exempt from SA dividends tax) at the rate of 20%, reduced by the UK withholding taxes suffered, which cannot be recovered from the UK (which is effectively 15%, after taking into account the 5% refund which may be obtained from the UK).
Non-PID* | UK Shareholders (GBP pence) | SA Shareholders (ZAR cents) |
Non-PID element | 1.77500 | 37.05313 |
Less 20% SA dividends tax for SA Shareholders** | n/a | 7.41063 |
Net Non-PID dividend payable | 1.77500 | 29.64250 |
* Non-PID - taxed as a normal dividend for UK purposes, i.e. no UK withholding tax applicable.
** Certain categories of SA shareholders are exempt from SA dividends tax, e.g. SA resident companies.
(ii) Shareholders who elect to take shares:
The scrip dividend reference price for UK shareholders is 137.62500 pence ("scrip dividend reference price"), being the average closing price of Stenprop shares traded on the London Stock Exchange ("LSE") over a period of five days as at Friday, 8 January 2021, less the dividend. The scrip dividend reference price for SA shareholders is 28.72922 ZAR, being the scrip dividend reference price for UK 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 will be calculated by dividing the net value of the dividend otherwise receivable by a shareholder by the scrip dividend reference price and rounding down to the nearest whole number. As no fraction of a new share will be issued, any entitlement which results in a fractional share will be rounded down to the nearest whole number, with a cash payment to be made to the relevant shareholder in respect of the fraction ("cash payment").
In the case of shareholders on the SA register, such fractions of shares will be sold in the market on behalf of the shareholders entitled to the fractions of shares and the cash payment in respect of the fractions will be paid to those shareholders. The cash payment is calculated by multiplying the fractional entitlement by the scrip dividend reference price. Shareholders are only entitled to the proceeds for their fractional entitlements, which are sold on their behalf, equal to the amount of the cash payment.
The cash payment will be made on the payment date, being Friday, 12 February 2021.
By way of illustration, a shareholder who holds 1,000 shares, and who elects to receive new ordinary shares pursuant to the scrip dividend, will receive a number of new ordinary shares calculated as follows:
In respect of the PID | UK Shareholders (GBP £) | SA Shareholders (ZAR) |
PID dividend net of UK withholding tax entitled to receive* (As per (i) above x 1,000): | £12.80000 | 267.20000 ZAR |
Scrip dividend reference price | £1.37625 | 28.72922 ZAR |
Calculated number of new shares to which shareholder is entitled | 9.30064 | 9.30064 |
Actual number of new shares received | 9 | 9 |
Gross Cash Balance (multiply fractional entitlement by scrip dividend reference price) | £0.41376 | 8.63715 ZAR |
* A scrip dividend is not subject to SA dividends tax, therefore no SA dividends tax is deducted for SA Shareholders in this instance, only UK withholding tax. SA shareholders may claim back 5% from HMRC under the double tax agreement between the United Kingdom and South Africa in respect of the UK withholding tax
In respect of the non-PID element | UK Shareholders (GBP £) | SA Shareholders (ZAR) |
Gross amount of non-PID dividend entitled to receive (Gross Non-PID per (i) above x 1,000): | £17.75000 | 370.53125 ZAR |
Scrip dividend reference price | £1.37625 | 28.72922 ZAR |
Calculated number of new shares to which shareholder is entitled | 12.89737 | 12.89737 |
Actual number of new shares received | 12 | 12 |
Gross cash payment (multiply fractional entitlement by scrip dividend reference price) | £1.23501 | 28.78074 ZAR |
TIMETABLE
The salient dates and times announced on Thursday, 17 December 2020 remain unchanged.
TAX IMPLICATIONS
The receipt of the cash dividend or electing to receive the scrip dividend may have tax implications for shareholders.
With regards to shareholders on the SA register, the scrip dividend (including the cash payment relating to fractions of shares) does not constitute a "foreign dividend" as defined in section 1(1) of the South African Income Tax Act 58 of 1962 ("ITA") and accordingly does not give rise to any dividends tax. However, the shares issued in terms of the scrip dividend are deemed to be acquired at a base cost or tax cost of nil in terms of section 40C of the ITA. As the cash payment relating to fractions of shares arises pursuant to the disposal of shares on behalf of shareholders, such cash payment must be disclosed by South African shareholders in their tax returns as proceeds for capital gains tax purposes, or gross income, (depending on whether the shareholder holds his/her shares on income or capital account) in relation to the disposal of shares which have no base cost or tax cost.
Shareholders are also referred to the general summary of certain limited aspects of the taxation treatment of distributions paid by the Company for SA resident shareholders and UK resident shareholders included in paragraph 6 of the circular. Shareholders are advised to obtain appropriate advice from their professional advisors regarding the tax consequences of the cash dividend, scrip dividend and cash payment.
For further information:
Stenprop Limited +44(0)20 3918 6600
Paul Arenson (paul.arenson@stenprop.com)
Julian Carey (julian.carey@stenprop.com)
James Beaumont (james.beaumont@stenprop.com)
Numis Securities Limited (Financial Adviser) +44(0)20 7260 1000
Hugh Jonathan
Vicki Paine
FTI Consulting (PR Adviser) +44(0)20 3727 1000
Richard Sunderland
Richard Gotla
Neel Bose
Stenprop@fticonsulting.com
Java Capital +27 (0)11 722 3050
(JSE Sponsor)
About Stenprop:
Stenprop is a UK REIT listed on the LSE and the JSE. The objective of the Company is to deliver sustainable growing income to its investors. Stenprop's investment policy is to invest in a diversified portfolio of UK multi-let industrial (MLI) properties with the strategic goal of becoming the leading MLI business in the UK. For further information, go to stenprop.com.