Redefine International PLC Election for Cash or Scrip Dividend (6177D)

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: [phone]

FTI Consulting

UK Public Relations Adviser

Dido Laurimore, Claire Turvey, Ellie Sweeney Tel: [phone]

 
Instinctif Partners 
SA Public Relations Adviser 
Frederic Cornet, Lizelle du Toit                                     Tel: [phone] 
 
 

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

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April 28, 2017 02:00 ET (06:00 GMT)