7 APRIL 2014
2013 FINAL DIVIDEND:
TIMETABLE, EXCHANGE RATE AND SCRIP CALCULATION PRICES
On 28 February 2014, the Directors proposed a final dividend for 2013 of 10.0
pence per share (the "Dividend"). As confirmed on 20 March 2014, the Directors
are offering shareholders a scrip alternative to the 2013 final cash dividend.
The dividend will be paid as follows:
* If taken in cash, the Dividend will comprise a Property Income Distribution
(PID) element of 7.5p and a non-PID element of 2.5p. The PID element will
be subject to deduction of a 20 per cent UK withholding tax unless
exemptions apply. The non-PID element will be treated as an ordinary UK
company dividend.
* Shareholders who make an election to receive shares will receive shares
based on the full 10.0 pence dividend being paid as a non-PID. As a
non-PID, this will be treated as an ordinary UK company dividend
Shareholders should note that new ordinary shares in the Company to be issued
pursuant to the Rights Issue announced on 20 March 2014 will not be entitled to
the 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 20 March 2014 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
final dividend will be 17.435 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:
Gross amount of dividend 174.35 ZA cents (GBP pence 10.0p)
Payable as:
PID element 130.7625 ZA cents (GBP pence 7.5p)
*Less 20% withholding tax 26.1525 ZA cents (GBP pence 1.5p)
Net PID dividend payable 104.6100 ZA cents (GBP pence 6.0p)
Non-PID element 43.5875 ZA cents (GBP pence 2.5p)
Total net dividend payable 148.1975 ZA cents (GBP pence 8.5p)
*Certain categories of UK shareholder may 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 10.0p 174.35 ZA cents
(b) Share entitlement: Shareholders on the UK share register:
The price setting period for the Scrip price calculation was 31 March to 4
April 2014 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 276.96. The scrip share allocation will be as follows:
Non-PID
dividend
No. of shares required to be held for one new 27.696
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 Africa share register:
The exchange rate for the calculation of share entitlement is as stated above,
17.435 ZAR to 1 GBP. The price setting period for the Scrip price calculation
was 31 March to 4 April 2014 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 4,861.86 ZA cents. The scrip share allocation
will be as follows:
Non-PID
dividend
No. of shares required to be held for one 27.88563
new 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:
Non-PID
dividend
Amount of dividend entitled to receive R 174.35
(per (a) above x 100):
No. of shares entitled to receive:
Calculation: 100/
27.88563
No. of new shares: 3.58608
Example of fractional entitlement
calculation:
Fraction (from above): 0.58608
Fractional entitlement (paid in cash):
R 28.49439
(multiply fraction by scrip price)
(iii) 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 973,845,701
ordinary shares of 50p each.
SA Taxation summary:
Where the 2013 final 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. For the cash
non-PID element of 43.5875 ZA cents per share, 15% SA Dividends Tax (6.53813 ZA
cents per share) will be deducted unless an exemption or rebate applies. The
net non-PID element will therefore be 37.04937 ZA cents per share.
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 final 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.
