Sirius Real Estate Limited Posting of Scrip Dividend Alternative Circular (8372B)

TIDMSRE

RNS Number : 8372B

Sirius Real Estate Limited

14 June 2021

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey)

Company Number: 46442

JSE Share Code: SRE

LSE (GBP) Share Code: SRE

LSE (EUR) Share Code: ESRE

LEI: 213800NURUF5W8QSK566

ISIN Code: GG00B1W3VF54

14 June 2021

Sirius Real Estate Limited

("Sirius Real Estate" or the "Company")

Posting of Scrip Dividend Alternative Circular and

Scrip Dividend Reference Price and Exchange Rate

Sirius Real Estate is pleased to confirm that the Scrip Dividend Alternative Circular and (if appropriate) a Form of Election have today been posted to shareholders and are available on the Company's website: www.sirius-real-estate.com.

An overview timetable of events relating to the Scrip Dividend Alternative is set out below:

For Shareholders on the UK Share Register:

 
 Announcement of Scrip Dividend Alternative    Monday, 7 June 2021 
 Announcement of Reference Price for           Monday, 14 June 2021 
  the New Shares and the Euro to Sterling 
  Conversion Rate released on RNS 
                                              ------------------------------- 
 Despatch the Scrip Circular and Form          Monday, 14 June 2021 
  of Election and announce the despatch 
  on RNS 
                                              ------------------------------- 
 Last day to trade in order to be              Wednesday, 7 July 2021 
  eligible for the cash dividend or 
  alternatively the scrip dividend 
                                              ------------------------------- 
 Shares commence trading ex the cash           Thursday, 8 July 2021 
  dividend or scrip dividend (the UK 
  Ex-Dividend Date) 
                                              ------------------------------- 
 Record Date for Shareholders on the           Friday, 9 July 2021 
  UK Share Register 
                                              ------------------------------- 
 Deadline by which election to receive         5.00 p.m. (UK time) on Friday, 
  the New Shares or election to receive         23 July 2021 
  dividend entitlements in Sterling 
  must have been received by the Registrars 
  (Election Return Date) 
                                              ------------------------------- 
 Announcement on RNS of the number             Wednesday, 11 August 2021 
  of New Shares issued 
                                              ------------------------------- 
 Despatch scrip dividend share certificates,   Wednesday, 18 August 2021 
  Dividend cheques and tax vouchers 
                                              ------------------------------- 
 CREST accounts credited and/or updated        Thursday, 19 August 2021 
  with the Dividend payment in cash 
  and/or New Shares 
                                              ------------------------------- 
 Admission of New Shares to the premium        Thursday, 19 August 2021 
  segment of the Official List and 
  to trading on Main Market 
                                              ------------------------------- 
 Dividend Payment Date                         Thursday, 19 August 2021 
                                              ------------------------------- 
 

For Shareholders on the SA Share Register:

 
 Announcement of Scrip Dividend Alternative    Monday, 7 June 2021 
 Announcement of Reference Price for           Monday, 14 June 2021 
  the New Shares and the Euro to ZAR 
  Conversion Rate released on SENS 
                                              -------------------------------- 
 Despatch the Scrip Circular and Form          Monday, 14 June 2021 
  of Election and announce the despatch 
  on SENS 
                                              -------------------------------- 
 Last day to trade in order to be              Tuesday, 6 July 2021 
  eligible for the cash dividend or 
  alternatively the scrip dividend 
                                              -------------------------------- 
 Shares commence trading ex the cash           Wednesday, 7 July 2021 
  dividend or scrip dividend (the SA 
  Ex-Dividend Date) 
                                              -------------------------------- 
 Announcement on SENS regarding Cash           Thursday, 8 July 2021 
  Fractions applicable to the Scrip 
  Dividend, by 11:00 a.m. 
                                              -------------------------------- 
 Record Date for Shareholders on the           Friday, 9 July 2021 
  SA Share Register 
                                              -------------------------------- 
 Deadline by which election to receive         12.00 noon (South African time) 
  the New Shares must have been received        on Friday, 23 July 2021 
  by the Transfer Secretaries (Election 
  Return Date) 
                                              -------------------------------- 
 Announcement on SENS of the number            Wednesday, 11 August 2021 
  of New Shares to be issued 
                                              -------------------------------- 
 Execution of the conversion from              Thursday, 12 August 2021 
  Euro to ZAR for payment of any dividends 
  in ZAR 
                                              -------------------------------- 
 Participant/broker accounts credited          Thursday, 19 August 2021 
  and/or updated with the Dividend 
  payment in cash and/or New Shares 
                                              -------------------------------- 
 Despatch scrip dividend share certificates,   Thursday, 19 August 2021 
  Dividend cheques and tax vouchers 
                                              -------------------------------- 
 Listing and admission of New Shares           Thursday, 19 August 2021 
  to trading on the JSE 
                                              -------------------------------- 
 Dividend Payment Date                         Thursday, 19 August 2021 
                                              -------------------------------- 
 

The above dates and times are subject to change. Any changes will be released on RNS and SENS.

To facilitate settlement of the Dividend to entitled SA Shareholders, share certificates may not be dematerialised or rematerialised between Wednesday, 7 July 2021 (the SA Ex-Dividend Date) and Friday, 9 July 2021 (the Record Date). No transfers of Shares shall be registered in the SA Share Register, or between the SA Share Register and the UK Share Register, between Monday, 14 June 2021 (the Reference Price date) and Friday, 9 July 2021. All dates are inclusive.

The Dividend has been declared in Euro. Shareholders on the UK Share Register may choose to receive their entitlement to the Dividend in cash in either Euro or Sterling. Shareholders on the UK Share Register who do not make a valid Sterling currency election will receive any entitlement to the cash dividend in Euro. Shareholders on the SA Share Register will receive any entitlement to the cash dividend in ZAR.

The Scrip Dividend Reference Prices are as follows:

   Shareholders on the UK Share Register:                GBP1.00432 (Sterling) 
   Shareholders on the SA Share Register:                1,901.64148 (ZAR cents) 

Therefore, the number of New Shares which Shareholders electing to take the Scrip Dividend Alternative will receive are (subject to the treatment of any fractions) as follows:

Shareholders on the UK Share Register: 1 New Share for every 59.49763 Ordinary Shares held

Shareholders on the SA Share Register: 1 New Share for every 57.74735 Ordinary Shares held

Fractions

Where an entitlement to New Shares in relation to the Scrip Dividend Alternative as calculated in accordance with the formulae described above gives rise to a fraction of a New Share, such fractional entitlement shall be treated as follows:

Shareholders on the UK Share Register:

No fraction of a New Share will be issued to Shareholders on the UK Share Register, and the relevant amount of Dividend will be retained for the benefit of the Company.

Shareholders on the SA Share Register:

Trading in the Strate environment does not permit fractions and fractional entitlements. Any fractional entitlement will be rounded down to the nearest whole number, resulting in allocations of whole securities and a cash payment in ZAR for the fractional amount.

The Euro to Sterling Conversion Rate (UK Share Register only)

For Shareholders on the UK Share Register who make a valid Sterling currency election, the conversion rate for the purposes of calculating the Dividend for the six months ended 31 March 2021 will be a Euro to Sterling Rate of GBP0.85250.

On this basis, Shareholders on the UK Share Register who have elected to receive their entitlement to the Dividend in cash in Sterling will receive a gross dividend of GBP0.01688 (Sterling) per Ordinary Share.

Alternatively, Shareholders on the UK Share Register may elect to receive New Shares by way of the Scrip Dividend Alternative.

The Euro to ZAR Conversion Rate (SA Share Register only)

For Shareholders on the SA Share Register, the conversion rate for the purposes of calculating the Dividend authorised in connection with the period ended 31 March 2021 will be 16.63150 ZAR to 1 Euro.

The Euro to ZAR conversion for payment of the dividend in ZAR will be settled on Thursday, 12 August 2021, using the Euro to ZAR Conversion Rate which has been fixed by the Company as at the date of this announcement and the Circular.

On this basis, Shareholders on the SA Share Register will receive a gross dividend of 32.93037 (ZAR cents) per Ordinary Share, which they may take in cash or in New Shares by electing to do so by way of the Scrip Dividend Alternative.

Information for Shareholders on the SA Share Register

Tax

In accordance with the Listings Requirements of the JSE, the Company confirms that the net cash dividend received by SA Shareholders who are not exempt from dividend withholding tax of 20%, is expected to be 26.34430 (ZAR cents) per Ordinary Share.

South African Shareholders who elect to receive the Dividend in scrip form should not be subject to income tax or dividend withholding tax on receipt of the New Shares, and the Scrip Dividend will not be regarded as a foreign dividend.

General information

On Monday, 7 June 2021, being the declaration date of the Dividend, the Company had in issue 1,052,816,867 Ordinary Shares carrying voting rights, and there were no shares held in treasury. The Company is incorporated in Guernsey with Company number 46442 and its tax registration number in Guernsey is 1EC.956 and its UK tax number is GB 203993015.

Further Information

Terms used but not defined herein have the same meaning given to them as set out in the Scrip Dividend Alternative Circular ("Scrip Circular") to be dispatched on Monday, 14 June 2021.

The distribution of the Scrip Circular in certain jurisdictions (including the United States of America, Canada, Japan, New Zealand or Australia or their respective territories or possessions (subject to applicable exemptions)) other than the United Kingdom, South Africa and Guernsey may be restricted by law. Accordingly, the Scrip Circular may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession the Scrip Circular comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 
 For further information: 
 
  Sirius Real Estate 
  Andrew Coombs, CEO 
  Alistair Marks, CFO                     [phone] 
 
 FTI Consulting (financial 
  PR) 
  Richard Sunderland 
  Claire Turvey 
  Talia Jessener 
                                          [phone] 
  [e-mail]      1000 
 
 JSE Sponsor 
  PSG Capital 
 

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June 14, 2021 10:45 ET (14:45 GMT)