REG - Sirius Real Estate - Cash dividend; Offer of Dividend Reinvestment Plan

Sirius Real EstateAnnouncement

20/11/2023 13:00

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RNS Number : 0165U  Sirius Real Estate Limited  20 November 2023

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey)

Company Number: 46442

JSE Share Code: SRE

LSE (GBP) Share Code: SRE

LEI: 213800NURUF5W8QSK566

ISIN Code: GG00B1W3VF54

 

20 November 2023

Sirius Real Estate Limited

("Sirius Real Estate", "Sirius" or the "Company")

Cash dividend and offer of Dividend Reinvestment Plan

The board of directors of Sirius has earlier today declared a dividend for the
six-month period ended 30 September 2023 of €0.030 per share, an increase of
11% on the €0.0270 per share dividend relating to the corresponding period
last year.

The dividend is payable on Thursday 25 January 2024 to Sirius shareholders
("Shareholders") on the South African ("SA") share register at the close of
business on Thursday, 14 December 2023 and to Shareholders on the United
Kingdom ("UK") share register at the close of business on Friday, 15 December
2023.

The Company will not be offering a scrip dividend alternative but, for those
Shareholders who wish to receive their dividend in the form of shares, the
Dividend Reinvestment Plan ("DRIP") will be available. This means that the net
dividend after tax is effectively reinvested by acquiring additional shares in
the Company. The DRIP terms and conditions of the DRIP can be found at
www.signalshares.com (http://www.signalshares.com) (for Shareholders on the UK
share register) and www.sirius-real-estate.com/investors/dividends/
(http://www.sirius-real-estate.com/investors/dividends/)

(for Shareholders on the SA share register).

1.    Salient dates and times

Shareholders on the UK share register

 Dividend declaration date                                                       Monday, 20 November 2023
 Last day to trade in order to be eligible for the cash dividend                 Wednesday, 13 December 2023
 Shares commence trading ex the cash dividend (the UK Ex-Dividend Date)          Thursday, 14 December 2023
 Record Date for Shareholders on the UK share register ("UK Shareholders") (the  Friday, 15 December 2023
 UK Record Date)
 Last day for receipt of DRIP elections by UK Registrars (Link)                  Tuesday, 2 January 2024
 Payments via electronic funds transfers, dividend cheques and tax vouchers      Thursday, 25 January 2024
 CREST accounts credited and/or updated with the dividend payment in cash        Thursday, 25 January 2024
 Dividend payment date                                                           Thursday, 25 January 2024
 DRIP purchases settlement date (subject to market conditions and the purchase   Monday, 29 January 2024
 of shares in the open market)

 

Shareholders on the SA share register

 

 Dividend declaration and finalisation date                                      Monday, 20 November 2023
 Last day to trade in order to be eligible for the cash dividend                 Monday, 11 December 2023
 Shares commence trading ex the cash dividend (the SA Ex-Dividend Date)          Tuesday, 12 December 2023
 Record date for Shareholders on the SA share register ("SA Shareholders") (the  Thursday, 14 December 2023
 SA Record Date)
 Last day for receipt of DRIP elections                                          Tuesday, 2 January 2024
 Central Securities Depository Participants ("CSDPs") and broker accounts        Thursday, 25 January 2024
 credited and/or updated with the dividend payment in cash
 Dividend payment date                                                           Thursday, 25 January 2024
 DRIP purchases settlement date (subject to market conditions and the purchase   Thursday, 8 February 2024
 of shares in the open market)

The above dates and times are subject to change. Any changes will be released
on RNS and SENS as soon as practically possible.

To facilitate settlement of the dividend to entitled SA Shareholders, share
certificates may not be dematerialised or rematerialised between Tuesday, 12
December 2023 (the SA Ex-Dividend Date) and Thursday, 14 December 2023 (the SA
Record Date). No transfers of Sirius shares shall be registered in the SA
share register, or between the SA share register and the UK share register,
between Monday, 20 November 2023 (the Dividend Declaration Date) and Thursday,
14 December 2023. All dates are inclusive.

The dividend has been declared by the board of directors of the Company in
Euro, from income reserves. UK Shareholders may choose to receive their
entitlement to the dividend in cash in either Euro or Sterling. UK
Shareholders who do not make a valid Sterling currency election will receive
any entitlement to the cash dividend in Euro. The Sterling currency election
form is available online at: www.sirius-real-estate.com/investors/dividends/
(http://www.sirius-real-estate.com/investors/dividends/) SA Shareholders will
receive any entitlement to the cash dividend in SA Rand ("ZAR").

2.    Conversion Rates

The Euro to Sterling Conversion Rate (UK share register only)

For UK Shareholders who make a valid Sterling currency election, the
conversion rate for the purposes of calculating the dividend for the six
months ended 30 September 2023 will be a Euro to Sterling Rate of £0.87566.

On this basis, UK Shareholders who have elected to receive their entitlement
to the dividend in cash in Sterling will be entitles to a gross dividend of
£0.02627 (Sterling) per share. The gross dividend will be subject to tax,
unless exempt.

The Euro to ZAR Conversion Rate (SA share register only)

For SA Shareholders, the conversion rate for the purposes of calculating the
dividend authorised in connection with the period ended 30 September 2023 will
be 19.99090 ZAR to 1 Euro.

The Euro to ZAR conversion for payment of the dividend in ZAR will be settled
on Monday, 20 November 2023, using the Euro to ZAR Conversion Rate which has
been fixed by the Company as at Friday, 17 November 2023. The closing market
price for a share on the JSE on Friday, 17 November 2023 was R19.98.

On this basis, SA Shareholders will receive a gross dividend of 59.97270 (ZAR
cents) per share. The gross dividend will be subject to tax, unless exempt.

3.    Dividend Reinvestment Plan

UK Shareholders

UK Shareholders who wish to participate in the DRIP should complete an
application form online at: www.signalshares.com (http://www.signalshares.com)
. Please note that for any future offers of the DRIP, those shareholders who
hold their shares on the UK principal register and have participated in the
DRIP, need not complete a DRIP election form for each dividend as such forms
provide an ongoing authority to participate in the DRIP until cancelled in
writing or online at www.signalshares.com (http://www.signalshares.com) .

SA Shareholders

As at the date of this announcement, all SA Shareholders hold their shares in
a dematerialised form through the Strate system. Such shareholders who wish to
participate in the DRIP should contact their CSDP or broker. SA Shareholders
who rematerialise their share certificate(s) will not be eligible to
participate in the DRIP.

Certificated shareholders or dematerialised shareholders who have
rematerialised their share certificate(s), who wish to participate in the DRIP
are required to dematerialise their share certificate(s) and transfer their
shares into a CSDP. Should you hold registered share certificates and wish to
dematerialise your share certificates in order to participate in the DRIP,
please contact Computershare on +2711 370 5000 (overseas) or call 086 1100 933
between 08:30 to 17:00 SAST on business days, for the procedure to be
followed.

For further details, please see the DRIP terms and conditions, which could be
found at www.sirius-real-estate.com/investors/dividends/
(http://www.sirius-real-estate.com/investors/dividends/) .

4.    Property Income Distribution ("PID"), non-PID and taxation

Shareholders are advised that the cash dividend declared will be paid as a 82%
PID and 18% non-PID.

Shareholders will thus be paid as follows:

                                                                      UK Shareholders (GBP pence)  SA Shareholders (ZAR cents)
 Total (gross)                                                        2.62698p                     59.97270 cents

 PID
 Gross amount of PID                                                  2.15412p                     49.17761 cents
 Less 20% UK withholding tax*                                         0.43082p                     9.83552 cents
 Net PID payable**                                                    1.72330p                     39.34209 cents
 Less effective 5% SA dividends tax for SA Shareholders (SA only)***  N/A                          2.45888 cents
 Net PID payable                                                      1.72330p                     36.88321 cents

 Non-PID
 Gross amount of non-PID                                              0.47286p                     10.79509 cents
 Less 20% SA dividends tax (SA only)****                              -                            2.15902 cents
 Non-PID payable (net SA only)                                        0.47286p                     8.63607 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 eligible SA Shareholders have claimed back 5% from
His Majesty's Revenue & Customs under the double taxation agreement
between the UK and South Africa in respect of the UK withholding tax.

***  SA dividends tax applies at the rate of 20% for SA Shareholders if an
exemption does not exist, but eligible SA Shareholders receive a rebate of the
UK withholding taxes suffered (which rate is effectively 15%, after taking
into account the 5% rebate referred to in **).

**** SA dividends tax applies at the rate of 20% for SA Shareholders if an
exemption does not exist.

Additional information on the tax implication for Shareholders can be found at
www.sirius-real-estate.com/investors/dividends/
(http://www.sirius-real-estate.com/investors/dividends/)

 

Shareholders who are in any doubt about their tax position, or who are subject
to tax in a jurisdiction other than the UK or SA, should consult their own
appropriate independent professional adviser without delay.

SA Non-residents would have to submit a declaration and written undertaking in
the prescribed form to the relevant regulated intermediary for the exemption
to apply. The declaration and written undertaking must be submitted before the
due date for the payment of the dividend.

5.    General information

On Monday, 20 November 2023, being the declaration date of the dividend, the
Company had in issue 1,177,722,985 ordinary shares and there were no shares
held in treasury. The Company is incorporated in Guernsey with Company number
46442 and its tax registration number in Guernsey is 1EC.956 and its UK tax
number is GB 203993015.

The dividend is being paid from Guernsey.

6.    Exchange Control Regulations

The following is intended only as a guide and is therefore not a comprehensive
statement of the Exchange Control Regulations of South Africa issued under the
South African Currency and Exchanges Act, No. 9 of 1933, as amended ("Exchange
Control Regulations"), applicable to SA Shareholders.

Shareholders who are in any doubt as to the appropriate course of action to
take should consult their professional advisors.

Any shares acquired via the DRIP are not freely transferable from South Africa
and must be dealt with in the terms of the Exchange Control Regulations.

Shareholders who hold shares on the SA share register can only receive
reinvested shares on that register.

Non-resident Shareholders and emigrants who elect to receive:

1.    The cash dividend

As the cash dividend will be paid out of the Company's distributable profits,
such dividends are freely transferable from South Africa. For emigrants, the
election of the cash dividend by emigrants must be made through an authorised
dealer in foreign exchange controlling the Shareholder's emigrant capital
account.

2.    Reinvested shares via the DRIP

 Only dematerialised Shareholders may participate in the DRIP and all aspects
relating to the Exchange Control Regulations will be managed by their CSDP or
broker, as follows:

(A)          Non-residents

Reinvested shares will be credited to their CSDP or broker accounts and a
"Non-Resident" annotation will appear in the CSDP or broker register. Dividend
payments will be credited directly to the bank accounts nominated for them by
their CSDP or broker.

(B)          Emigrants

Based on shares controlled in terms of the Exchange Control Regulations,
reinvested shares will be controlled and form part of the emigrant's remaining
assets and be reflected in the capital account held with the Authorised Dealer
controlling these assets. In particular, it will be the CSDP of the Authorised
Dealer or the CSDP contracted by the Authorised Dealer that will be
responsible to implement the election and a "Non-Resident" annotation will
appear in the CSDP. These shares will thus form part of the remaining assets
of the emigrant. However, it should be noted that it was indicated by the
South African Reserve Bank in Exchange Control Circular 3/2023, that remaining
funds in South Africa may be transferred from South Africa up to R10 million,
subject to the emigrant obtaining the relevant tax TCS clearance from the
South African Revenue Service.

In terms of the Exchange Control Regulations of South Africa:

1.   any share certificates that might be issued to non-resident shareholders
will be endorsed 'Non-Resident';

2.  any new share certificates issued based on emigrants' shares controlled
in terms of the Exchange Control Regulations, will be forwarded to the
Authorised Dealer controlling their remaining assets. Such share certificates
will be endorsed 'Non-Resident'; and

3.   dividend and residual cash payments are freely transferable from South
Africa.

 For further information:

 Sirius Real Estate

 Andrew Coombs, CEO                                                               +49 (0)30 285010110

 Chris Bowman, CFO

 FTI Consulting (financial PR)

 Richard Sunderland                                                               +44 (0)20 3727 1000

 Talia Shirion

 SiriusRealEstate@fticonsulting.com (mailto:SiriusRealEstate@fticonsulting.com)

 JSE Sponsor

 PSG Capital

 

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