TIDMRDI
RNS Number : 6177D
Redefine International PLC
28 April 2017
REDEFINE INTERNATIONAL P.L.C.
("Redefine International" or the "Company")
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8BV8G91
NOTICE OF AN ELECTION FOR CASH OR SCRIP DIVID
On Wednesday, 26 April 2017 it was announced that the board of
directors of the Company (the "board") had approved an interim
dividend of 1.3 pence per share in respect of the six months ended
28 February 2017 and that the board intends offering shareholders a
cash dividend or the election to receive a scrip dividend by way of
an issue of new Redefine International shares (of the same class as
existing shares) credited as fully paid up ("scrip dividend").
A circular to Redefine International shareholders in respect of
the election being offered to Redefine International shareholders
to receive either the cash dividend or the scrip dividend, together
with an election form, has been posted to shareholders on Friday,
28 April 2017 (the "circular"). Redefine International confirms
that, in accordance with LR 9.6.2 R of the Listing Rules of the
UKLA, a copy of the circular was submitted to the UK's National
Storage Mechanism on 28 April 2017. The circular is available for
inspection at: http://www.morningstar.co.uk/uk/NSM and can also be
viewed on the Company's website, www.redefineinternational.com.
Terms defined in the circular shall bear the same meaning in
this announcement.
A cash dividend will be paid to shareholders unless they elect
to receive the scrip dividend. Please note that shareholders
recorded on the UK share register who had previously elected to
receive a scrip dividend will, unless they take steps to revoke
their mandate, be deemed to have elected to receive the scrip
dividend.
Should a shareholder elect to receive the scrip dividend, such
shareholder's entitlement to new Redefine International shares will
be calculated by multiplying the number of shares held by that
shareholder at the record date by the dividend per share of 1.3
pence and dividing it by the scrip dividend reference price, being
a 2 % discount to the average closing price of Redefine
International shares traded on the LSE over a period of five days
(less the amount of the cash dividend). Where UK withholding tax
has to be accounted for, the calculation will be with reference to
the net amount of the cash dividend per share, accounting for the
current applicable withholding tax rate.
For Redefine International shares on the South African share
register, the scrip dividend reference price will be converted to
Rand at a specified conversion rate.
Redefine International reserves the right to reduce the number
of new Redefine International shares issued to an electing
shareholder in respect of the scrip dividend if the issue of such
shareholder's full allocation of new Redefine International shares
would result in that shareholder (individually or together with any
associates or shareholders deemed to be acting in concert with such
shareholder) having an interest in Redefine International shares
that would ordinarily require the shareholder (or group of
shareholders) to make a mandatory cash offer for Redefine
International pursuant to Rule 9 of the UK City Code on Takeovers
and Mergers. In such circumstances, the shareholder will receive
the balance of their entitlement as a cash dividend on the basis of
1.3 pence per share.
The Company will on Tuesday, 30 May 2017 announce:
- whether the dividend will be paid as a property income
distribution (PID), an ordinary dividend (non-PID) or a mixture of
the two;
- the scrip reference price; and
- the Rand to GBP conversion rate.
The rationale for the scrip dividend is to afford shareholders
the opportunity to increase their shareholding in Redefine
International and to retain flexibility with regard to the
Company's cash resources.
The cash dividend will be paid out of the Company's
distributable profits.
As at the date of this announcement, the Company had 1 811 739
822 ordinary shares of 8 pence each in issue.
SALIENT DATES AND TIMES
For shareholders on the UK share register
2017
-------------------------------------------------- ------------------
Announcement of conversion rate, scrip dividend Tuesday, 30 May
reference price and whether the dividend will
be paid as a PID, a non-PID, or a mixture
of the two released on RNS on or before
Last day to trade in order to be eligible Wednesday, 7 June
for the cash dividend or alternatively the
scrip dividend
Shares commence trading ex the cash dividend Thursday, 8 June
or scrip dividend
Record date for shareholders recorded on the Friday, 9 June
UK share register
Closing date for receipt of completed election Friday, 9 June
forms by no later than 11:00 (UK time)
Announcement on RNS of the amount of new Redefine Thursday, 15 June
International shares issued
Dispatch of share certificates, payment of Monday, 26 June
cash dividend, CREST accounts credited/updated
and new Redefine International shares listed
on the LSE
-------------------------------------------------- ------------------
Notes:
1. All dates and times quoted above are local dates and times in
the United Kingdom. The above dates and times are subject to
change. Any changes will be released on RNS.
2. Redefine International shareholders are referred to page 3 of
the circular for information on the action required to be taken by
them.
3. Shares may not be dematerialised or rematerialised between
Wednesday, 7 June 2017 and Friday, 9 June 2017, both days
inclusive.
4. No transfer of shares between sub-registers in the United
Kingdom and South Africa may take place between Tuesday, 30 May
2017 and Friday, 9 June 2017, both days inclusive.
For shareholders on the South African share register
2017
------------------------------------------------------ ------------------
Announcement of conversion rate, scrip dividend Tuesday, 30 May
reference price and whether the dividend will
be paid as a PID, a non-PID, or a mixture
of the two released on SENS on or before
Last day to trade in order to be eligible Tuesday, 6 June
for the cash dividend or alternatively the
scrip dividend
Shares commence trading ex the cash dividend Wednesday, 7 June
or scrip dividend
Record date for shareholders recorded on the Friday, 9 June
SA share register
Closing date for receipt of completed election Friday, 9 June
forms by no later than 12:00 (South African
time)
Announcement on SENS of the amount of new Thursday, 15 June
Redefine International shares issued
Dispatch of share certificates, payment of Monday, 26 June
cash dividend, CSDP/broker accounts credited/updated
and new Redefine International shares listed
on the JSE
------------------------------------------------------ ------------------
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. Redefine International shareholders are referred to page 3 of
the circular for information on the action required to be taken by
them.
3. Shareholders should note that new Redefine International
shares should not be traded until the new Redefine International
shares are issued or reflect in their accounts with their CSDP or
broker on Monday, 26 June 2017.
4. Shares may not be dematerialised or rematerialised between
Wednesday, 7 June 2017 and Friday, 9 June 2017, both days
inclusive.
5. No transfer of shares between sub-registers in the United
Kingdom and South Africa may take place between Tuesday, 30 May
2017 and Friday, 9 June 2017, both days inclusive.
6. Shareholders on the SA share register will receive a cash
dividend in South African Rand, based on the conversion rate.
DIVIDS TAX IMPLICATIONS
Shareholders on the South African register
Cash PIDs
A 20 per cent UK withholding tax will be deducted from cash
PIDs. On application by the shareholder, assuming the shareholder
is the beneficial owner of the dividend and is South African
resident for purposes of the South African - UK double tax
agreement, a 5 per cent rebate is claimable from HMRC, resulting in
an effective UK withholding tax rate of 15 per cent. South African
dividends tax, at the rate of 20%, will apply to cash PIDs payable
by the Company unless the beneficial owner of the dividend is
exempt from dividends tax. Assuming that the shareholder is
resident in South Africa and has the right, in terms of the double
tax agreement between South Africa and the UK, to claim the 5%
rebate from HMRC in respect of UK withholding tax, dividends tax at
a reduced rate of 5% should be withheld. Where the shareholder is
resident in the UK and has no right, in terms of the double tax
agreement between South Africa and the UK, to claim the 5% rebate
from HMRC in respect of the UK withholding tax, no additional
dividends tax should be withheld (assuming that the shareholder is
liable for UK tax on the dividend at the rate of at least 20%).
Cash dividends paid to South African resident companies should be
exempt from the dividends tax, subject to certain administrative
requirements.
Cash non-PIDs
South African dividends tax at the rate of 20 per cent will
apply to cash non-PIDs paid by the Company, unless the beneficial
owner of the dividend is exempt from 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 will therefore be required to deduct 20 per cent tax
on all cash non-PID's paid to persons who are not exempt from
dividends tax in South Africa, and pay this to the South African
Revenue Service on the beneficial owner's behalf.
South African dividends tax at the rate of 20 per cent will
apply to cash non-PIDs paid by the Company. Unless a shareholder is
exempt from dividends tax, the relevant regulated intermediary
(being the SA transfer secretaries or other CSDP or institution, as
applicable) will therefore be required to deduct 20 per cent tax
and pay this to the South African Revenue Service on the
shareholders' behalf. To the extent that no withholding or income
tax is suffered on the cash non-PID in the UK, no rebate against
the dividends tax can be claimed.
New Redefine International shares issued pursuant to the scrip
dividend
As stated above, a 20 per cent UK withholding tax will have been
deducted in calculating the number of new Redefine International
shares issued in respect of PIDs. On application by the
shareholder, assuming that the shareholder is the beneficial owner
of the dividend and is South African resident for purposes of the
South African - UK double tax agreement, a 5 per cent cash rebate
is claimable from HMRC, resulting in an effective UK withholding
tax rate of 15 per cent.
As new Redefine International 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 Redefine International
shares where such new Redefine International shares are provided in
lieu of the dividend. However, the legislation in this regard is
complex and its implementation is currently uncertain and
shareholders should accordingly seek independent professional tax
advice.
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.
For further information:
Redefine International P.L.C.
Mike Watters, Stephen Oakenfull, Donald Grant Tel: +44 (0) 20
7811 0100
FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey, Ellie Sweeney Tel: +44 (0) 20
3727 1000
Instinctif Partners
SA Public Relations Adviser
Frederic Cornet, Lizelle du Toit Tel: +27 (0) 11 447 3030
JSE Sponsor
Java Capital Tel: + 27 (0) 11 722 3050
Note to editors:
About Redefine International
Redefine International is an income focused FTSE 250 UK Real
Estate Investment Trust (UK-REIT) committed to delivering superior
distributions to its shareholders throughout the property
cycle.
The Company's income driven total returns are underpinned by a
diversified portfolio, together with an efficient capital
structure. The continued transformation of both the corporate
structure and asset base offer a solid foundation to drive further
value. At 28 February 2017, the diversified portfolio,
independently valued at GBP1.5 billion, is focused in Europe's two
strongest economies, being the United Kingdom and Germany. The
portfolio is weighted towards well located properties across a
range of sectors, including retail, offices, distribution and
hotels, which benefit from strong demand and from which they can
capture income and value growth by attracting high calibre
occupiers on long leases. The Company's investment philosophy is to
effectively allocate recycled capital from mature assets into
sectors and locations with strong occupier fundamentals and
individual assets with realisable upside.
The secure income stream is supported by a diversified portfolio
and tenant base, with a WAULT of 7.5 years complemented by an
average debt maturity of 6.8 years of which over 95% of interest
costs are either fixed or capped. The Company is focused on all
aspects impacting shareholder distributions and boasts one of the
lowest cost ratios in the industry whilst continuously driving
lower cost of debt.
Redefine International holds a primary listing on the London
Stock Exchange and a secondary listing on the Johannesburg Stock
Exchange and is included within the FTSE 250, EPRA and GPR
indices.
For more information on Redefine International, please refer to
the Company's website www.redefineinternational.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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