TIDMCAL
RNS Number : 6223J
Capital & Regional plc
13 September 2016
13 September 2016
Capital & Regional plc
("Capital & Regional" or the "Company" or "Group")
Scrip Dividend
As previously announced on 18 August 2016 the Company has
declared an interim dividend of 1.62 pence per share (the "interim
dividend"), all of which will be paid as a Property Income
Distribution ("PID").
The board is offering shareholders an opportunity to participate
in the Company's Scrip Dividend Scheme ("Scheme") in respect of
this interim dividend, such that shareholders may elect to receive
new ordinary shares in the Company instead of cash ("scrip
dividend"). A cash dividend will be paid to shareholders unless
they elect to receive the scrip dividend. In the case of shares
held on the Company's South African register, the interim dividend
will be converted to Rand at a conversion rate to be announced on
26 September 2016 (the "conversion rate").
In relation to the Scheme, the following documents have today
been distributed to shareholders:
- Scrip Dividend Scheme Summary ("Summary");
- Scrip Dividend Scheme Rules ("Rules"); and
- Scrip Dividend Scheme mandate form ("Mandate").
The Rules have been uploaded to the National Storage Mechanism
in the UK and will shortly be available for inspection at
www.morningstar.co.uk/UK/NSM. All of the documents will also
available on the Company's website,
http://capreg.com/investor-info/Scrip/.
Certificated shareholders electing to receive the scrip dividend
should complete the Mandate. Shareholders who hold their shares in
dematerialised form through CREST in the UK or Strate in South
Africa and who wish to receive the scrip dividend should contact
their CREST service provider, CSDP or broker as applicable.
Should a shareholder elect to receive the scrip dividend, such
shareholder will become entitled to a number of new Capital &
Regional ordinary shares ("new shares"), determined by multiplying
the number of ordinary shares held by the relevant shareholder at
the record date for receipt of the interim dividend by the dividend
per ordinary share (converted to Rand, if applicable) and dividing
it by the scrip calculation price. Where UK withholding tax has to
be accounted for, the calculation will be with reference to the net
amount of the dividend per share, accounting for the current
applicable withholding tax rate. The scrip calculation price will
be announced on 26 September 2016 and will be the average of the
middle market quotations of an ordinary share derived from the
Daily Official List of the London Stock Exchange ("LSE") for the
last five dealing days ending on 23 September 2016, less the amount
of the interim dividend per ordinary share. For ordinary shares
traded on the Johannesburg Stock Exchange ("JSE"), this price will
be converted into Rand at the conversion rate.
As no fraction of a new share will be issued, any residual cash
balance due to shareholders who hold their shares on the Company's
UK register ("LSE shareholders") will be rolled forward and
factored into the scrip dividend calculation for the next relevant
dividend. Any residual cash balance due to shareholders who hold
their shares on the Company's South African register ("JSE
shareholders") will be paid to such shareholders in cash in the
same way as the interim dividend would have been paid had those
shareholders not elected to receive the scrip dividend.
The rationale for the scrip dividend is to afford shareholders
the opportunity to increase their shareholding in the Company in a
simple manner without paying any dealing costs or stamp duty.
As at the date of this announcement, the Company had 700,752,626
ordinary shares of 1 pence each in issue.
TIMETABLE
The key dates in relation to the payment of the interim dividend
are:
2016
----------------------------------------------- ------------------------
Announcement of scrip calculation price Monday, 26 September
and conversion rate
Last day to trade (JSE shareholders) Tuesday, 27 September
Shares trade ex-dividend on the JSE Wednesday, 28 September
Shares trade ex-dividend on the LSE Thursday, 29 September
Record date Friday, 30 September
Closing date to elect to receive the scrip Friday, 30 September
dividend (JSE shareholders)
Closing date to elect to receive the scrip Wednesday, 12 October
dividend (LSE shareholders)
Announcement of the total amount of new Monday, 17 October
shares to be issued
Dispatch of share certificates, payment Thursday, 27 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, 28 September 2016 and Friday, 30 September 2016,
both days inclusive.
-- Transfers of shares between sub-registers in the United
Kingdom and South Africa may not take place between Monday, 26
September 2016 and Friday, 30 September 2016, 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
A 20 per cent UK withholding tax will be deducted from cash
PIDs. On application by a JSE shareholder, a 5 per cent rebate is
claimable from HMRC, resulting in an effective UK withholding tax
rate of 15 per cent. Cash PIDs should be regarded as foreign
dividends for South African tax purposes. Accordingly, South
African dividends tax, at the rate of 15%, will apply to cash PIDs
payable by the Company unless the beneficial owner of the dividend
is exempt from dividends tax (e.g. if it is a South African
resident company); however should be reduced to nil as a result of
at least 15 per cent UK withholding tax already having been
borne.
New shares issued pursuant to the scrip dividend
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 Scheme. On application by a JSE shareholder, a 5 per
cent rebate is claimable from HMRC, resulting in an effective UK
withholding tax rate of 15 per cent. As new 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 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 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.
- ENDS -
For further information:
Capital & Regional: Tel: 020 7932 8000
Hugh Scott-Barrett, Chief Executive
Charles Staveley, Group Finance Director
FTI Consulting: Tel: 020 3727 1000
Richard Sunderland
Claire Turvey
capreg@fticonsulting.com
Notes to editors:
About Capital & Regional plc
Capital & Regional is a UK focused specialist property REIT
with a strong track record of delivering value enhancing retail and
leisure asset management opportunities across a c. GBP1 billion
portfolio of in-town dominant community 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,
Camberley, Hemel Hempstead, Luton, Maidstone, Walthamstow and Wood
Green. It also has a 20% joint venture interest in the Kingfisher
Centre in Redditch and a 50% joint venture in the Buttermarket
Centre, Ipswich. Capital & Regional manages these assets, which
comprise over 950 retail units and attract over 1.7 million
shopping visits each week, through its in-house expert property and
asset management platform.
For further information see www.capreg.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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