Intu Properties plc: Confirmation of Exchange Rate and Calculation Prices
Intu Properties plc: Confirmation of Exchange Rate and Calculation Prices 4 OCTOBER 2013
2013 INTERIM DIVIDEND:
TIMETABLE, EXCHANGE RATE AND SCRIP CALCULATION PRICES
On 1 August 2013, the Directors announced an interim dividend for 2013 of 5 pence per ordinary share payable on 19 November 2013 (the "Dividend"). As confirmed on 27 September 2013, the Directors are offering shareholders a scrip alternative to the 2013 interim cash dividend. The dividend will be paid as follows:
* If taken in cash, this dividend will be wholly paid as a Property Income
Distribution ("PID") which will be subject to deduction of a 20 per cent UK withholding tax unless exemptions apply. * Shareholders who make an election to receive shares will receive shares based on the full 5.0 pence dividend being paid as a non-PID. As a non-PID, this will be treated as an ordinary UK company dividend.
The Company is now pleased to announce the share price applicable to the scrip alternative to the cash dividend and, for its South African shareholders, the exchange rate applicable to the dividend. The salient dates for payment of the dividend published in the announcement dated 27 September 2013 remain unchanged.
Further details of the scrip dividend alternative are contained in the Scrip Dividend Scheme Booklet, and the related Election forms, which are available from www.intugroup.co.uk and from the Company's Registrars.
(i) Shareholders receiving the dividend in cash:
The Company confirms that the South African Rand exchange rate for the 2013 interim dividend will be 16.298 ZAR to 1 GBP. Shareholders who do not make an election to receive shares will receive a cash dividend per ordinary share which will be paid wholly as a PID as follows:
UK Shareholders SA Shareholders
Gross amount of PID GBP pence 5.0p 81.490 ZA cents
*Less 20% withholding tax GBP pence 1.0p 16.298 ZA cents
Net PID dividend payable GBP pence 4.0p 65.192 ZA cents
*Certain categories of UK shareholdermay apply for exemption, in which case the PID will be paid gross.
(ii) Shareholders who elect to take shares:
(a)Dividend equivalent values:
Shareholders who make an election to receive shares instead of the cash dividend will receive shares with a value equivalent to a dividend per ordinary share as follows:
UK Shareholders SA Shareholders
Non-PID dividend GBP pence 5.0p 81.490 ZA cents
(b) Share entitlement: Shareholders on the UKshare register:
The price setting period for the Scrip price calculation was 27 September to 3 October 2013 inclusive. Based on the average middle market quotations for each day in the price setting period on the LSE less the gross amount of dividend as set out above, the Scrip Calculation Price applicable to UK shareholders is GBP pence 317.12. The scrip share allocation will be as follows:
No. of shares required to be held for one new 63.424 share
The number of shares to be allocated will be calculated by dividing the total value of the dividend otherwise receivable by the shareholder by the Scrip Calculation Price and rounding down to the nearest whole number. Any fractional entitlement, i.e. the total value of the dividend receivable less the value of the shares allocated, will be paid out as cash but still treated as a non-PID dividend.
(c) Share entitlement: Shareholders on the South Africashare register:
The exchange rate for the calculation of share entitlement is as stated above, 16.298 ZAR to 1 GBP. The price setting period for the Scrip price calculation was 27 September to 3 October 2013 inclusive. Based on the average middle market quotations for each day in the price setting period on the JSE less the gross amount of dividend as set out above, the Scrip Calculation Price applicable to South African shareholders is 5,137.75 ZA cents. The scrip share allocation will be as follows:
No. of shares required to be held for one new 63.04761 share
The number of shares to be allocated will be calculated by dividing the total value of the dividend otherwise receivable by the shareholder by the Scrip Calculation Price and rounding down to the nearest whole number. Any fractional entitlement (which for these purposes will be treated as a residual dividend), i.e. the total value of the dividend receivable less the value of the shares allocated, will be paid out as cash but still treated as a non-PID dividend.
By way of illustration of the above, the scrip share calculation will be as follows for a shareholder who holds 100 shares:
Amount of dividend entitled to receive R81.49 (per (a) above x 100):
No. of shares entitled to receive:
Calculation: 100/63.04761 No. of new shares: 1.58610
Example of fractional entitlement calculation:
Fraction (from above): 0.58610
Fractional entitlement (paid in cash): R30.11
(multiply fraction by scrip price)
(iv) Notes for South African shareholders
On application by South African shareholders, 5 per cent of the 20 per cent UK withholding tax deducted from a PID is claimable from the UK's HM Revenue & Customs ("HMRC"), resulting in an effective UK withholding tax rate of 15 per cent. The Company will account to HMRC in sterling for the total UK withholding tax deducted. Settlement of any claims for refund will be calculated and settled in sterling by HMRC.
The information given in section (i) above will assist with applications for refunds. For information on PIDs and refund claims, including claim forms and guidance on how to complete them, visit http://www.intugroup.co.uk/investors/shareholders-bondholders/real-estate-investment-trust/.
No secondary tax on companies (STC) credits will be available to be utilised against any SA Dividends Tax withheld on the payment of the interim dividend. The number of shares in issue as at the declaration date was 966,994,656 ordinary shares of 50p each.
SA Taxation summary:
Where the 2013 interim dividend is paid in cash, it will constitute a foreign dividend and so will be exempt from South African income tax, but subject to deduction of SA Dividends Tax unless an exemption or rebate applies. For cash PIDs the liability to Dividends Tax will be offset by the net UK withholding tax of 15 per cent, resulting in no Dividends Tax being deducted.
Where an election to receive shares under the Scrip Dividend Scheme has been made it is our understanding that it will not constitute a foreign dividend. Under current legislation, such shares will not therefore be subject to Dividends Tax or income tax, but the full value of the shares on eventual disposal will be subject to Capital Gains Tax with no base cost allowed. It is also our understanding that where an election to receive shares under the Scrip Dividend Scheme has been made, any fractional entitlements paid in cash to shareholders will be treated in the same manner as that applicable to the underlying element of the dividend, in this case a non-PID. Therefore cash residuals payable to shareholders electing to receive shares in respect of the 2013 interim dividend will be subject to deduction of South African Dividends Tax.
The above information, and the guidelines on the taxation of dividends, including when taken as scrip shares, contained in the Scheme Booklet, is provided as a general guide based on the Company's understanding of the law and practice currently in force. Any Shareholder who is in any doubt as to their tax position should seek independent professional advice.
-0- Oct/04/2013 10:30 GMT