Posting of Scrip Dividend Circular
15/12/2022 14:00
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RNS Number : 7455J Industrials REIT Limited 15 December 2022
INDUSTRIALS REIT LIMITED
(Registered in Guernsey with registration number 64865)
LSE share code: MLI JSE share code: MLI
ISIN: GG00BFWMR296
("Industrials REIT" or the "Company")
15 December 2022
NOTICE TO INDUSTRIALS REIT SHAREHOLDERS IN RESPECT OF AN ELECTION TO RECEIVE
EITHER A CASH DIVIDEND OR A SCRIP DIVIDEND
CASH DIVIDEND OR SCRIP DIVIDEND
On 2 December 2022 it was announced that the board of directors of the Company
(the "board") had approved and declared an interim dividend of 3.50 pence per
share (the "dividend") in respect of the six months ended 30 September 2022.
It was further announced that the board intended to offer shareholders the
option to receive in respect of all or a part of their Industrials REIT
shareholding either a scrip dividend by way of an issue of new Industrials
REIT shares (of the same class as existing shares) credited as fully paid up
(the "scrip dividend"), or a cash dividend (the "cash dividend"). The cash
dividend will be paid to shareholders unless shareholders elect to receive the
scrip dividend.
A circular in respect of the election being offered to Industrials REIT
shareholders to receive either the cash dividend or the scrip dividend,
together with an election form (the "circular"), will be posted to
shareholders today. All the terms defined in the circular shall bear the same
meaning in this announcement and any subsequent announcements relating to the
dividend.
Should a shareholder validly elect to receive the scrip dividend in lieu of
cash for all or part of its Industrials REIT shareholding, such shareholder
will become entitled to a number of new Industrials REIT shares which value
will be as near as possible to the cash dividend such shareholder would have
otherwise received in respect of the elected shares. A shareholder's
entitlement to new Industrials REIT shares will be calculated by multiplying
the number of elected shares held by that shareholder at the record date by
the dividend of 3.50 pence per share (converted to Rand at the Sterling
exchange rate for Industrials REIT shares on the SA share register) and
dividing it by the scrip dividend reference price. The scrip dividend
reference price will be the average closing price of Industrials REIT shares
traded on the London Stock Exchange ("LSE") over a period of five days less
the amount of the cash dividend and will be announced on Tuesday, 10 January
2023.
Given the Company's share price, which is currently at a discount relative to
net asset value, the board may undertake a buyback of shares that would not
exceed a level required to match the scrip dividend in order to mitigate the
dilutive effect that would otherwise occur through the issuance of new
Industrials REIT shares.
As a UK REIT, the Company may distribute dividends to shareholders either in
the form of a property income distribution ("PID") or as an ordinary dividend
("non-PID"). Both the cash dividend and new Industrials REIT shares received
in lieu of a cash dividend under the scrip dividend may be paid as a PID, a
non-PID or a mixture of the two. The Company will indicate whether the
dividend will be paid as a PID, a non-PID or a mixture of the two along with
the scrip reference price on Tuesday, 10 January 2023. The Sterling to Rand
conversion rate will be determined on Monday, 9 January 2023 and announced on
SENS on Tuesday, 10 January 2023.
The rationale for the scrip dividend is to afford shareholders the opportunity
to increase their shareholding in Industrials REIT.
The cash dividend will be paid out of the Company's profits and the new
Industrials REIT shares to be issued pursuant to the scrip dividend will also
be funded from the Company's profits. If the Company elects to utilise already
listed treasury shares to settle the scrip dividend, no new ordinary shares
will be listed.
As at the date of this announcement, the Company had 298,775,175 ordinary
shares in issue with a par value of EUR0.000001258 each.
Electronic copies of the circular may be obtained from the company secretary
by sending a request to Sarah.Bellilchi@industrials.co.uk. Hard copies of the
circular may be obtained during business hours from the registered address of
the Company from Thursday, 15 December 2022 to Friday, 27 January 2023. The
circular is also available on the website of the Company
(www.industrialsreit.com) from Thursday, 15 December 2022.
IMPORTANT DATES AND TIMES
For shareholders on the Guernsey share register:
2022
Date on which shareholders must be recorded on the Guernsey share register to Friday, 9 December
receive the circular
Posting of the circular and announcement on RNS (declaration announcement) Friday, 15 December
2023
Announcement of scrip dividend reference price, Sterling to Rand conversion Tuesday, 10 January
rates, cash payment applicable to fractional entitlement and whether the
dividend will be paid as a PID, a non-PID or a mixture of the two released via
RNS (finalisation announcement) before 09:00 (GMT) on
Last day to trade on the LSE in order to be eligible for the cash dividend or Wednesday, 18 January
alternatively the scrip dividend
Shares commence trading ex the cash dividend or scrip dividend on the LSE Thursday, 19 January
Record date for shareholders recorded on the Guernsey share register Friday, 20 January
Closing date for receipt of completed election forms/Dividend Election Input Friday, 27 January
Message via CREST by no later than 17:00 (GMT) on
Announcement via RNS of the number of new Industrials REIT shares issued Thursday, 9 February
Payment of cash dividend, CREST accounts credited/updated Friday, 10 February
Listing and trading of new shares on the LSE commences (see note 7) Friday, 10 February
Notes:
1. Unless stated otherwise, all dates and times quoted above
are local dates and times in Guernsey. The above dates and times are subject
to change. Any changes will be announced via RNS.
2. Industrials REIT shareholders are referred to page 6 of
the circular for information on the action required to be taken by them.
3. Shareholders should note that new Industrials REIT shares
should not be traded until the new Industrials REIT shares reflect in their
CREST accounts on Friday, 10 February 2023.
4. Share certificates may not be dematerialised or
rematerialised between Wednesday, 18 January 2023 and Friday, 20 January 2023,
both days inclusive.
5. No transfers of shares may take place between the registers
in South Africa and Guernsey between Tuesday, 10 January 2023 and Friday, 20
January 2023, both days inclusive.
6. Shareholders on the Guernsey share register who do not
elect to receive a scrip dividend will receive a cash dividend in Sterling on
or about Friday, 10 February 2023.
7. In the event that the Company elects to utilise already
listed treasury shares to settle the scrip dividend, no new ordinary shares
will be listed.
For shareholders on the South African share register:
2022
Date on which shareholders must be recorded on the SA share register to Friday, 9 December
receive the circular
Posting of the circular and announcement on SENS (declaration announcement) Thursday, 15 December
2023
Announcement of scrip dividend reference price, Sterling to Rand conversion Tuesday, 10 January
rates, cash payment applicable to fractional entitlement and whether the
dividend will be paid as a PID, a non-PID or a mixture of the two released on
SENS (finalisation announcement) before 11:00 (SAST) on
Last day to trade on the JSE in order to be eligible for the cash dividend or Tuesday, 17 January
alternatively the scrip dividend
Shares commence trading ex the cash dividend or scrip dividend on the JSE Wednesday, 18 January
Record date for shareholders recorded on the SA share register Friday, 20 January
Last day to elect to receive the scrip dividend instead of the cash dividend. Friday, 27 January
Forms of election to reach the transfer secretaries by no later than 12:00
(SAST) on
Announcement on SENS of the number of new Industrials shares issued Thursday, 9 February
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts Friday, 10 February
credited/updated
Listing and trading of new shares on the JSE commences (see note 7) Friday, 10 February
Notes:
1. All dates and times quoted above are local dates and times
in South Africa. The above dates and times are subject to change. Any changes
will be released on SENS.
2. Industrials REIT shareholders are referred to page 6 of
the circular for information on the action required to be taken by them.
3. Shareholders should note that new Industrials REIT shares
should not be traded until the new Industrials REIT shares are issued or
reflect in their accounts with their CSDP or broker on Friday, 10 February
2023.
4. Share certificates may not be dematerialised or
rematerialised between Wednesday, 18 January 2023 and Friday, 20 January 2023,
both days inclusive.
5. No transfers of shares may take place between the registers
in South Africa and Guernsey between Tuesday, 10 January 2023 and Friday, 20
January 2023, both days inclusive.
6. Shareholders on the SA share register who do not elect to
receive a scrip dividend will receive a cash dividend in South African Rand,
based on the exchange rate to be obtained by the Company on Monday, 9 January
2023. An announcement in this respect will be made on Tuesday, 10 January
2023.
7. In the event that the Company elects to utilise already
listed treasury shares to settle the scrip dividend, no new ordinary shares
will be listed.
TAX IMPLICATIONS
The receipt of the cash dividend or electing to receive the scrip dividend may
have tax implications for shareholders. Shareholders are 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 section 6 of the circular. Shareholders are advised
to obtain appropriate advice from their professional advisors regarding the
tax consequences of the cash dividend and the scrip dividend.
For further information:
Industrials REIT Limited +44(0)20 3918 6600
Paul Arenson (paul.arenson@industrials.co.uk)
Julian Carey (julian.carey@industrials.co.uk)
James Beaumont (james.beaumont@industrials.co.uk)
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
industrialsreit@fticonsulting.com (mailto:industrialsreit@fticonsulting.com)
Java Capital +27 (0)11 722 3050
(JSE Sponsor)
About Industrials REIT:
Industrials REIT is a UK REIT with a primary listing on the London Stock
Exchange and a secondary listing on the Johannesburg Stock Exchange. The
objective of the Company is to deliver a combination of sustainable growing
income and growth in value to its investors. Industrials REIT focuses on
owning and operating a diversified portfolio of UK purpose built multi-let
industrial (MLI) estates across the UK. The Company aspires to be the leading
MLI business in the UK. For further information, go to
www.industrialsreit.com.
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