TIDMSTP
RNS Number : 9813E
Stenprop Limited
13 July 2021
STENPROP LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: STP JSE share code: STP
ISIN: GG00BFWMR296
("Stenprop" or the "Company")
FINALISATION ANNOUNCEMENT IN RESPECT OF AN ELECTION TO RECEIVE
EITHER A CASH DIVID OR A SCRIP DIVID
13 July 2021
Stenprop shareholders are referred to the circular (the
"circular") and the announcement issued on Friday, 2 July 2021 in
respect of an election to receive the final dividend of 3.375 pence
per share (the "dividend") for the six months ended 31 March 2021,
either as a cash dividend (the "cash dividend") or as a scrip
dividend (the "scrip dividend"). Shareholders are now advised that
the dividend will be paid as follows:
- 2.12 pence (62.81%) will comprise a property income
distribution ("PID"). The PID will be subject to a deduction of a
20% United Kingdom ("UK") withholding tax unless exemptions
apply.
- 1.255 pence (37.19%) will comprise a non-PID. The non-PID will
be treated as an ordinary UK company dividend, with no UK
withholding tax deducted.
(i) Shareholders receiving the dividend in cash:
South African ("SA") shareholders are advised that the exchange
rate for the dividend will be 20.08000 ZAR to 1.00 GBP (the
"exchange rate"), as obtained by the Company on Monday, 12 July
2021, resulting in a gross local dividend amount of 67.77000 ZAR
cents per share. Accordingly, shareholders who do not elect to
receive new ordinary shares pursuant to the scrip dividend will be
paid a cash dividend per share as follows:
UK Shareholders SA Shareholders
PID (GBP pence) (ZAR cents)
Gross amount of PID 2.12000 42.56960
---------------- ----------------
Less 20% UK withholding tax * 0.42400 8.51392
---------------- ----------------
Net PID dividend payable** 1.69600 34.05568
---------------- ----------------
Less effective 5% SA dividends tax for
SA Shareholders*** n/a 2.12848
---------------- ----------------
Net PID dividend payable*** n/a 31.92720
---------------- ----------------
* Certain categories of UK shareholders may apply for exemption,
in which case the PID element will be paid gross of UK withholding
tax.
** Net position after deducting UK withholding tax for both UK
and SA Shareholders, but before SA shareholders have claimed back
5% from HMRC under the double tax agreement between the United
Kingdom and South Africa in respect of the UK withholding tax.
*** SA dividends tax applies to SA Shareholders who do not
qualify for an exemption from SA dividends tax (SA tax resident
companies and certain exempt institutions are, amongst others,
exempt from SA dividends tax) at the rate of 20%, reduced by the UK
withholding taxes suffered, which cannot be recovered from the UK
(which is effectively 15%, after taking into account the 5% refund
which may be obtained from the UK).
UK Shareholders SA Shareholders
Non-PID* (GBP pence) (ZAR cents)
Non-PID element 1.25500 25.20040
---------------- ----------------
Less 20% SA dividends tax for SA Shareholders** n/a 5.04008
---------------- ----------------
Net Non-PID dividend payable 1.25500 20.16032
---------------- ----------------
* Non-PID - taxed as a normal dividend for UK purposes, i.e. no
UK withholding tax applicable.
** Certain categories of SA shareholders are exempt from SA
dividends tax, e.g. SA resident companies.
(ii) Shareholders who elect to take shares:
The scrip dividend reference price for UK shareholders is
154.47500 pence ("scrip dividend reference price"), being the
average closing price of Stenprop shares traded on the London Stock
Exchange ("LSE") over a period of five days as at Friday, 9 July
2021, less the dividend. The scrip dividend reference price for SA
shareholders is 31.01858 ZAR, being the scrip dividend reference
price for UK 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 will be
calculated by dividing the net value of the dividend otherwise
receivable by a shareholder by the scrip dividend reference price
and rounding down to the nearest whole number. As no fraction of a
new share will be issued, any entitlement which results in a
fractional share will be rounded down to the nearest whole number,
with a cash payment to be made to the relevant shareholder in
respect of the fraction ("cash payment").
In the case of shareholders on the SA register, such fractions
of shares will be sold in the market on behalf of the shareholders
entitled to the fractions of shares and the cash payment in respect
of the fractions will be paid to those shareholders. The cash
payment is calculated by multiplying the fractional entitlement by
the scrip dividend reference price. Shareholders are only entitled
to the proceeds for their fractional entitlements, which are sold
on their behalf, equal to the amount of the cash payment.
The cash payment will be made on the payment date, being Friday,
13 August 2021.
By way of illustration, a shareholder who holds 1,000 shares,
and who elects to receive new ordinary shares pursuant to the scrip
dividend, will receive a number of new ordinary shares calculated
as follows:
UK Shareholders SA Shareholders
In respect of the PID (GBP GBP) (ZAR)
PID dividend net of UK withholding tax
entitled to receive*
(As per (i) above x 1,000): GBP16.96000 340.55680 ZAR
---------------- ----------------
Scrip dividend reference price GBP1.54475 31.01858 ZAR
---------------- ----------------
Calculated number of new shares to which
shareholder is entitled 10.97912 10.97912
---------------- ----------------
Actual number of new shares received 10 10
---------------- ----------------
Gross Cash Balance (multiply fractional
entitlement by scrip dividend reference
price) GBP1.51250 30.37091 ZAR
---------------- ----------------
* A scrip dividend is not subject to SA dividends tax, therefore
no SA dividends tax is deducted for SA Shareholders in this
instance, only UK withholding tax. SA shareholders may claim back
5% from HMRC under the double tax agreement between the United
Kingdom and South Africa in respect of the UK withholding tax
UK Shareholders SA Shareholders
In respect of the non-PID element (GBP GBP) (ZAR)
Gross amount of non-PID dividend entitled
to receive
(Gross Non-PID per (i) above x 1,000): GBP12.55000 252.00400 ZAR
---------------- ----------------
Scrip dividend reference price GBP1.54475 31.01858 ZAR
---------------- ----------------
Calculated number of new shares to which
shareholder is entitled 8.12429 8.12429
---------------- ----------------
Actual number of new shares received 8 8
---------------- ----------------
Gross cash payment (multiply fractional
entitlement by scrip dividend reference
price) GBP0.19200 3.85530 ZAR
---------------- ----------------
TIMETABLE
The salient dates and times announced on Friday, 2 July 2021
remain unchanged.
TAX IMPLICATIONS
The receipt of the cash dividend or electing to receive the
scrip dividend may have tax implications for shareholders.
With regards to shareholders on the SA register, the scrip
dividend (including the cash payment relating to fractions of
shares) does not constitute a "foreign dividend" as defined in
section 1(1) of the South African Income Tax Act 58 of 1962 ("ITA")
and accordingly does not give rise to any dividends tax. However,
the shares issued in terms of the scrip dividend are deemed to be
acquired at a base cost or tax cost of nil in terms of section 40C
of the ITA. As the cash payment relating to fractions of shares
arises pursuant to the disposal of shares on behalf of
shareholders, such cash payment must be disclosed by South African
shareholders in their tax returns as proceeds for capital gains tax
purposes, or gross income, (depending on whether the shareholder
holds his/her shares on income or capital account) in relation to
the disposal of shares which have no base cost or tax cost.
Shareholders are also 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, scrip
dividend and cash payment.
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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