REG - Capital & Regional - Dividend Finalisation Announcement

Capital & RegionalAnnouncement

02/04/2024 07:00

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RNS Number : 8292I  Capital & Regional plc  02 April 2024

2 April 2024

 

CAPITAL & REGIONAL PLC ("Capital & Regional")

Dividend Finalisation Announcement

Further to the announcement made by the Company on 8 March 2024, a final
dividend of 2.95 pence per share (the "Dividend") has been declared and will
be paid entirely as a property income distribution ("PID"). The PID will be
subject to a deduction of a 20% UK withholding tax unless exemptions apply.
The Group will publish its preliminary results announcement in the second half
of April 2024.

The Dividend is subject to shareholder approval, to be sought by the Company
at the annual general meeting of shareholders ("AGM") to be held on Thursday,
23 May 2024. Should the Dividend be approved by shareholders, it will be
payable on Friday, 31 May 2024 to shareholders registered on the UK principal
register ("UK Shareholders") and the South African branch register ("SA
Shareholders"). The Record Date for both UK Shareholders and SA Shareholders
is at the close of business on Friday, 12 April 2024.

Subject to shareholders approving the Dividend at the AGM, the Directors are
offering a scrip alternative ("Scrip Alternative") to the Dividend, further
details of which are contained in the Scrip Dividend Scheme available at
http://capreg.com/investor-info/scrip/
(http://capreg.com/investor-info/scrip/) and from the Company's Registrars.

A cash dividend will be paid to shareholders unless they elect to receive the
Scrip Alternative.

Capitalised terms used in this announcement will be the same meaning as
defined in the Scrip Dividend Scheme.

(i) Shareholders receiving the dividend in cash:

SA shareholders are advised that the exchange rate for the dividend will be
23.95 ZAR to 1.00 GBP (the "Exchange Rate"), resulting in a gross local
dividend amount of 70.65250 ZAR cents per share.  Accordingly, shareholders
who do not elect to receive New Ordinary Shares pursuant to the Scrip Dividend
Scheme will be paid a cash dividend per share as follows:

 PID                                                        UK Shareholders  SA Shareholders

                                                            (GBP pence)      (ZAR cents)
 Gross amount of PID                                        2.95p            70.65250 cents
 Less 20% UK withholding tax *                              0.59p            14.13050 cents
 Net PID dividend payable**                                 2.36p            56.52200 cents
 Less effective 5% SA dividends tax for SA Shareholders***  n/a              3.53263 cents
 Net PID dividend payable***                                n/a              52.98937 cents

* 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 His
Majesty's Revenue & Customs ("HMRC") under the double tax agreement
between the United Kingdom and South Africa in respect of the UK withholding
tax.

*** SA dividends tax applies at the rate of 20% for SA Shareholders, but SA
Shareholders receive a rebate of the UK withholding taxes suffered (which is
effectively 15%, after taking into account the 5% refund).

(ii) Shareholders who elect to take shares:

The Scrip Calculation Price for UK shareholders is 48.73 pence, being the
average of the middle market quotations of an Ordinary Share derived from the
Daily Official List of the LSE for the last five dealing days ending on
Wednesday, 27 March 2024, less the gross amount of Dividend per share. The
Scrip Calculation Price for SA shareholders is 1,167.08350 ZAR cents, being
the Scrip Calculation 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 Scheme will be calculated by dividing the
net value of the Dividend otherwise receivable by a Shareholder by the Scrip
Calculation Price and rounding down to the nearest whole number. As no
fraction of a new share will be issued, for UK shareholders any residual Cash
Balance, i.e. the total value of the dividend receivable less the value of the
shares allocated, will be rolled forward and factored into the Scrip
calculation for the next relevant Dividend.

For SA shareholders, 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 SA shareholder in respect of the fraction ("Cash Payment"). Such
fractions of shares will be sold in the market on behalf of the
SA shareholders entitled to the fractions of shares and the Cash Payment in
respect of the fractions will be paid to those SA shareholders. The Cash
Payment is calculated by multiplying the fractional entitlement by the scrip
dividend reference price. SA 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, 31 May 2024.

By way of illustration, a shareholder who holds 1,000 shares, and who elects
to receive New Ordinary Shares pursuant to the Scrip Dividend Scheme (in
respect of the PID element), will receive a number of New Ordinary Shares
calculated as follows:

 PID                                                                        UK Shareholders          SA Shareholders

                                                                            (£)                      (ZAR cents)
 PID dividend net of UK withholding tax entitled to receive*                2.36p x 1,000 = £23.60   56 522.00000 ZAR cents

 (As per (i) above x 1,000):
 Scrip Calculation Price                                                    £0.48730                 1 167.08350 ZAR cents
 Calculated number of new shares to which shareholder is entitled           48.43013                 48.43013
 Actual number of new shares received                                       48                       48
 Gross cash residual (multiply fractional entitlement by Scrip Calculation  £0.21                    501.99763 ZAR cents
 Price)

* 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

 

TIMETABLE

The key dates in relation to the payment of the Dividend are:

                                                                                 2024
 Last day to trade (SA shareholders)                                             Tuesday, 9 April
 Shares trade ex-dividend on the JSE                                             Wednesday, 10 April
 Shares trade ex-dividend on the LSE                                             Thursday, 11 April
 Record date for LSE and JSE and last election for scrip                         Friday, 12 April
 Closing date to elect to receive the Scrip Alternative (JSE and LSE             Friday, 12 April
 shareholders)
 AGM to be held on                                                               Thursday, 23 May
 Announcement of the total amount of new shares to be issued (on or about)       Friday, 24 May
 Dispatch of share certificates, payment of cash dividend and residual cash      Friday, 31 May
 balances (if applicable), CREST/CSDP/broker accounts credited/updated and new
 shares listed

 
Notes:
1.          JSE shareholders will receive a cash dividend in South African Rand, based on the conversion rate.
2.          Share certificates (in respect of shares held on the South African register) may not be demateriliased or rematerialised between Wednesday, 10 April 2024 and Friday, 12 April 2024, both days inclusive.
3.          Transfers of shares between sub-registers in the United Kingdom and South Africa may not take place between Thursday, 28 March 2024 and Friday, 12 April 2024, both days inclusive.
4.          Shareholders should note that new shares should not be traded until they are issued or reflected in their respective accounts.

 

TAX IMPLICATIONS FOR SA SHAREHOLDERS

 

Cash PID

 

A 20% UK withholding tax will be deducted from cash PIDs. The Company will
account to HMRC in sterling for the total UK withholding tax deducted.  Under
the double tax agreement between the UK and South Africa (the "DTA"), the
maximum tax payable in the UK is 15%. South African resident shareholders are
therefore entitled to claim a 5% rebate from HMRC in terms of the DTA.

 

SA dividends tax, at a rate of 20%, will apply to cash PIDs to the extent that
the Company shares are held on the SA share register, unless the beneficial
owner of the dividend is exempt from dividends tax (e.g. if it is a South
African resident company).  SA resident shareholders can, however, claim a
rebate against the SA dividends tax for any UK withholding tax suffered.
Accordingly, 15% of the UK withholding tax may be claimed as a rebate against
the 20% SA dividends tax.

 

In summary, 20% will be withheld in the UK, a further 5% will be withheld in
SA (where appropriate), but South African resident shareholders will be
entitled to claim back 5% from HMRC which will bring the overall total to 20%.

 

New shares issued pursuant to the Scrip Alternative consisting of PID element

A 20% UK withholding tax will have been deducted in calculating the number of
new shares issued to shareholders in terms of the Scrip Dividend Scheme. On
application by a JSE shareholder, a 5% rebate is claimable from HMRC,
resulting in an effective UK withholding tax rate of 15%. As new shares issued
pursuant to the Scrip Alternative should not constitute dividends or foreign
dividends for South African dividends tax purposes, South African 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.

UK taxation

The receipt of the cash dividend or election to receive the Scrip Alternative
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, please contact:

 Capital & Regional plc                                                 +44 (0)20 7932 8000

 Lawrence Hutchings

 Stuart Wetherly

 Deutsche Numis                                                         +44 (0)20 7260 1000

 Ben Stoop

 Will Rance

 Stifel Nicolaus Europe Limited                                         +44 (0)20 7710 7600

 Mark Young

 Jonathan Wilkes-Green

 FTI Consulting                                                         capreg@fticonsulting.com

 Richard Sunderland                                                     +44 (0)20 3727 1000

 Oliver Parsons

About Capital & Regional plc

 

Capital & Regional is a UK focused retail property REIT specialising in
shopping centres that dominate their catchment, serving the non-discretionary
and value orientated needs of the local communities. It has a track record of
delivering value enhancing retail and leisure asset management opportunities
across a portfolio of tailored in-town community shopping centres.

 

Using its expert property and asset management platform Capital & Regional
owns and manages shopping centres in Edinburgh, Hemel Hempstead, Ilford,
Maidstone, Walthamstow and Wood Green.

 

Capital & Regional is listed on the main market of the London Stock
Exchange (LSE) and has a secondary listing on the Johannesburg Stock Exchange
(JSE).

 

For further information see www.capreg.com (http://www.capreg.com) .

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