TIDMSTP
RNS Number : 0017J
Stenprop Limited
17 December 2020
STENPROP LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: STP JSE share code: STP
ISIN: GG00BFWMR296
("Stenprop" or the "Company")
NOTICE TO STENPROP SHAREHOLDERS IN RESPECT OF AN ELECTION TO
RECEIVE EITHER A CASH DIVID OR A SCRIP DIVID
17 December 2020
CASH DIVID OR SCRIP DIVID
On Friday, 4 December 2020 it was announced that the board of
directors of the Company (the "board") had approved and declared an
interim dividend of 3.375 pence per share (the "dividend") in
respect of the six months ended 30 September 2020. It was further
announced that the board intended to offer shareholders the option
to receive in respect of all or a part of their Stenprop
shareholding either a scrip dividend by way of an issue of new
Stenprop shares (of the same class as existing shares) credited as
fully paid up (the "scrip dividend"), or a cash dividend (the "cash
dividend"). The cash dividend will be paid to shareholders unless
shareholders elect to receive the scrip dividend.
A circular in respect of the election being offered to Stenprop
shareholders to receive either the cash dividend or the scrip
dividend, together with an election form (the "circular"), will be
posted to shareholders today. All the terms defined in the circular
shall bear the same meaning in this announcement and any subsequent
announcements relating to the dividend.
Should a shareholder validly elect to receive the scrip dividend
in lieu of cash for all or part of his Stenprop shareholding, such
shareholder will become entitled to a number of new Stenprop shares
which value will be as near as possible to the cash dividend such
shareholder would have otherwise received in respect of the elected
shares. A shareholder's entitlement to new Stenprop shares will be
calculated by multiplying the number of elected shares held by that
shareholder at the record date by the dividend of 3.375 pence per
share (converted to Rand at the Sterling exchange rate for Stenprop
shares on the SA share register) and dividing it by the scrip
dividend reference price. The scrip dividend reference price will
be the average closing price of Stenprop shares traded on the
London Stock Exchange ("LSE") over a period of five days less the
amount of the cash dividend and will be announced on Tuesday, 12
January 2021.
Given the Company's share price, which is currently at a
discount relative to net asset value, the board intends to
undertake a buyback of shares that would not exceed a level
required to match the scrip dividend in order to mitigate the
dilutive effect that would otherwise occur through the issuance of
new Stenprop shares.
Stenprop converted to a UK REIT on 1 May 2018. The Company may
distribute dividends to shareholders either in the form of a
property income distribution ("PID") or as an ordinary dividend
("non-PID"). Both the cash dividend and new Stenprop shares
received in lieu of a cash dividend under the scrip dividend may be
paid as a PID, a non-PID or a mixture of the two. The Company will
indicate whether the dividend will be paid as a PID, a non-PID or a
mixture of the two along with the scrip reference price on Tuesday,
12 January 2021. The Sterling to Rand conversion rate will be
determined on Monday, 11 January 2021 and announced on SENS on
Tuesday, 12 January 2021.
The rationale for the scrip dividend is to afford shareholders
the opportunity to increase their shareholding in Stenprop.
The cash dividend is a foreign dividend (to be paid out of the
United Kingdom) and will be paid out of the Company's profits. The
new Stenprop shares to be issued pursuant to the scrip dividend
will also be funded from the Company's profits.
As at the date of this announcement, the Company had 298,775,175
ordinary shares in issue with a par value of EUR0.000001258
each.
Electronic copies of the circular may be obtained from the
company secretary by sending a request to
Sarah.Bellilchi@stenprop.com. Due to the current COVID-19
restrictions, hard copies of this circular will not be available at
the registered address of the Company. The circular will only be
available on the website of the Company (www.stenprop.com) from
Thursday, 17 December 2020.
IMPORTANT DATES AND TIMES
For shareholders on the South African share register:
2020
Date on which shareholders must be recorded on the SA Friday, 11 December
share register to receive the circular
Posting of the circular and announcement on SENS (declaration Thursday, 17 December
announcement)
-------------------------------------------------------------- ----------------------
2021
-------------------------------------------------------------- ----------------------
Announcement of scrip dividend reference price, Sterling
to Rand conversion rates, cash payment applicable to
fractional entitlement and whether the dividend will
be paid as a PID, a non-PID or a mixture of the two
released on SENS (finalisation announcement) before
11:00 (SAST) on Tuesday, 12 January
Last day to trade on the JSE in order to be eligible
for the cash dividend or alternatively the scrip dividend Tuesday, 19 January
Shares commence trading ex the cash dividend or scrip Wednesday, 20
dividend on the JSE January
Record date for shareholders recorded on the SA share
register Friday, 22 January
Last day to elect to receive the scrip dividend instead
of the cash dividend. Forms of election to reach the
transfer secretaries by no later than 12:00 (SAST) on Friday, 29 January
Announcement on SENS of the amount of new Stenprop shares Thursday, 11 February
issued
Dispatch of share certificates, payment of cash dividend,
CSDP/broker accounts credited/updated Friday, 12 February
Listing and trading of new shares on the JSE commences Friday, 12 February
(see note 7)
-------------------------------------------------------------- ----------------------
Notes:
1. All dates and times quoted above are local dates and times in
South Africa. The above dates and times are subject to change. Any
changes will be released on SENS.
2. Stenprop shareholders are referred to page 4 of the circular
for information on the action required to be taken by them.
3. Shareholders should note that new Stenprop shares should not
be traded until the new Stenprop shares are issued or reflect in
their accounts with their CSDP or broker on Friday, 12 February
2021.
4. Share certificates may not be dematerialised or
rematerialised between Wednesday, 20 January 2021 and Friday, 22
January 2021, both days inclusive.
5. No transfers of shares may take place between the registers
in South Africa and Guernsey between Tuesday, 12 January 2021 and
Friday, 22 January 2021, both days inclusive.
6. Shareholders on the SA share register who do not elect to
receive a scrip dividend will receive a cash dividend in South
African Rand, based on the exchange rate to be obtained by the
Company on Monday, 11 January 2021. An announcement in this respect
will be made on Tuesday, 12 January 2021.
7. In the event that the Company elects to utilise already
listed treasury shares to settle the scrip dividend, no new
ordinary shares will be listed.
For shareholders on the Guernsey share register:
2020
Date on which shareholders must be recorded on the Guernsey Friday, 11 December
share register to receive the circular
Posting of the circular and announcement on RNS (declaration Thursday, 17 December
announcement)
-------------------------------------------------------------- ----------------------
2021
-------------------------------------------------------------- ----------------------
Announcement of scrip dividend reference price, Sterling
to Rand conversion rates, cash payment applicable to
fractional entitlement and whether the dividend will
be paid as a PID, a non-PID or a mixture of the two
released via RNS (finalisation announcement) before
09:00 (GMT) on Tuesday, 12 January
Last day to trade on the LSE in order to be eligible Wednesday, 20
for the cash dividend or alternatively the scrip dividend January
Shares commence trading ex the cash dividend or scrip
dividend on the LSE Thursday, 21 January
Record date for shareholders recorded on the Guernsey
share register Friday, 22 January
Closing date for receipt of completed election forms/Dividend
Election Input Message via CREST by no later than 17:00
(GMT) on Friday, 29 January
Announcement via RNS of the amount of new Stenprop shares Thursday, 11 February
issued
Payment of cash dividend, CREST accounts credited/updated Friday, 12 February
Listing and trading of new shares on the LSE commences Friday, 12 February
(see note 7)
-------------------------------------------------------------- ----------------------
Notes:
1. Unless stated otherwise, all dates and times quoted above are
local dates and times in Guernsey. The above dates and times are
subject to change. Any changes will be announced via RNS.
2. Stenprop shareholders are referred to page 4 of the circular
for information on the action required to be taken by them.
3. Shareholders should note that new Stenprop shares should not
be traded until the new Stenprop shares reflect in their CREST
accounts on Friday, 12 February 2021.
4. Share certificates may not be dematerialised or
rematerialised between Wednesday, 20 January 2021 and Friday, 22
January 2021, both days inclusive.
5. No transf ers of shares may take place between the registers
in South Africa and Guernsey between Tuesday, 12 January 2021 and
Friday, 22 January 2021, both days inclusive.
6. Shareholders on the Guernsey share register who do not elect
to receive a scrip dividend will receive a cash dividend in
Sterling on or about Friday, 12 February 2021.
7. In the event that the Company elects to utilise already
listed treasury shares to settle the scrip dividend, no new
ordinary shares will be listed.
TAX IMPLICATIONS
The receipt of the cash dividend or electing to receive the
scrip dividend may have tax implications for shareholders.
Shareholders are 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 and the scrip
dividend.
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.
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END
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