Capital & Regional plc Dividend Finalisation Announcement (8242R)

TIDMCAL

RNS Number : 8242R

Capital & Regional plc

26 September 2017

26 September 2017

CAPITAL & REGIONAL PLC ("Capital & Regional" or "the Company")

UK company number 01399411

LSE share code: CAL

ISIN: GB0001741544

LEI: 21380097W74N9OYF5Z25

Dividend Finalisation Announcement

As previously announced on 10 August 2017 the Company has declared an Interim dividend of 1.73 pence per share (the "Dividend"), to be paid 100% as a property income distribution ("PID").

Shareholders on the South African ("SA") share register are advised that the South African Rand exchange rate for the dividend will be 17.962 ZAR to 1.00 GBP (the "Exchange Rate"), resulting in a gross local dividend amount of 31.07426 ZAR cents per share.

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         Shareholders 
                                     on the               on the 
                          UK share register    SA share register 
----------------------  -------------------  ------------------- 
                                                    31.07426 ZAR 
 PID element (gross)             1.73 pence                cents 
----------------------  -------------------  ------------------- 
 *Less 20% withholding 
  tax                           0.346 pence    6.21485 ZAR cents 
----------------------  -------------------  ------------------- 
                                                    24.85941 ZAR 
 PID element (net)              1.384 pence                cents 
----------------------  -------------------  ------------------- 
 

* Certain categories of UK shareholders may apply for exemption, in which case the PID element will be paid gross.

(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 55.07 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 25 September 2017, less the gross amount of the Dividend per share. The Scrip Calculation Price for JSE shareholders is 9.89167 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 and whose dividend payment is subject to 20% withholding 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 
------------------------------------  -----------------  ----------------- 
 Net amount of PID dividend 
  entitled to receive                                            248.59410 
  (per (i) above x 1,000):                     GBP13.84                ZAR 
------------------------------------  -----------------  ----------------- 
 Scrip Calculation Price                     GBP0.55070        9.89167 ZAR 
------------------------------------  -----------------  ----------------- 
 Calculated number of new shares 
  to which shareholder is entitled 
  (assuming no cash residual 
  balance brought forward)                     25.13165           25.13166 
------------------------------------  -----------------  ----------------- 
 Actual number of new shares 
  received                                           25                 25 
------------------------------------  -----------------  ----------------- 
 Cash Balance* (multiply fractional 
  entitlement by Scrip Calculation 
  Price)                                        GBP0.07           1.30 ZAR 
------------------------------------  -----------------  ----------------- 
 

* For JSE shareholders to be paid a Cash Balance, the Cash Balance has been determined with reference to the net (after taking UK withholding tax into account) 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)             Tuesday, 3 October 
 Shares trade ex-dividend on the JSE            Wednesday, 4 October 
 Shares trade ex-dividend on the LSE             Thursday, 5 October 
 Record date                                       Friday, 6 October 
 Closing date to elect to receive the scrip        Friday, 6 October 
  alternative (JSE and LSE shareholders) 
 Announcement of the total amount of new          Monday, 16 October 
  shares to be issued 
 Dispatch of share certificates, payment        Thursday, 26 October 
  of cash dividend and residual cash balances 
  (if applicable), CREST/CSDP/broker accounts 
  credited/updated and new shares listed 
 
 

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, 4 October 2017 and Friday, 6 October 2017, both days inclusive.

-- Transfers of shares between sub-registers in the United Kingdom and South Africa may not take place between Tuesday, 26 September 2017 and Friday, 6 October 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 PID

SA dividends tax, at a rate of 20%, will apply to cash PIDs to the extent that the Company shares are held on the SA share register, unless the beneficial owner of the dividend is exempt from dividends tax (e.g. if it is a South African resident company).

A 20% UK withholding tax will be deducted from cash PIDs. The Company will account to Her Majesty's Revenue & Customs ("HMRC") in sterling for the total UK withholding tax deducted. Under the double tax agreement between the UK and South Africa ("the DTA"), the maximum tax payable in the UK is 15%. South African resident shareholders are therefore entitled to claim a 5% rebate from HMRC in terms of the DTA. Accordingly, only 15% of the UK withholding tax may be claimed as a rebate against the 20% SA dividends tax.

In summary, therefore, 20% will be withheld in the UK, a further 5% will be withheld in SA (where appropriate), but South African resident shareholders will be entitled to claim back 5% from HMRC which will bring the overall total to 20%.

New shares issued pursuant to the scrip alternative

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 Scrip Dividend Scheme. On application by a JSE shareholder, a 5% rebate is claimable from HMRC, resulting in an effective UK withholding tax rate of 15%. 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 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 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.

S 

For further information:

 
 Capital & Regional:         Tel: [phone] 
 Lawrence Hutchings, Chief 
  Executive 
 Charles Staveley, Group 
  Finance Director 
 

Notes to editors:

About Capital & Regional plc

Capital & Regional is a UK focused retail property REIT specialising in shopping centres that dominate their catchment, serving the non-discretionary and value orientated needs of the local communities. It has a strong track record of delivering value enhancing retail and leisure asset management opportunities across a c. GBP1 billion portfolio of in-town 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 through its in-house expert property and asset management platform.

For further information see capreg.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

DIVOKADQFBKKOCB

(END) Dow Jones Newswires

September 26, 2017 05:00 ET (09:00 GMT)