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EPP N.V. - Declaration of a dividend for the six months ended 30 June 2019

Release Date: 06/09/2019 07:06
Code(s): EPP     PDF:  
Wrap Text
Declaration of a dividend for the six months ended 30 June 2019

EPP N.V.
(Incorporated in The Netherlands)
(Company number 64965945)
JSE share code: EPP
ISIN: NL0011983374
LEI Code: 7245003P7O9N5BN8C098
(“EPP” or “the company”)


DECLARATION OF A DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2019


Shareholders are advised that the board of directors of EPP has declared a cash dividend of 5.80000 euro cents per share
for the six months ended 30 June 2019.

South African resident shareholders who hold shares traded on the JSE will receive the cash dividend in South African
Rand (“ZAR”). Shareholders who hold EPP shares listed and traded on the Euro MTF market of the Luxembourg Stock
Exchange will receive the cash dividend in Euro. The cash dividend will be paid out of the company’s distributable
(interim) profits.

1.    SALIENT DATES AND TIMES

      The dividend is payable to EPP shareholders in accordance with the timetable set out below:

                                                                                                                                     2019
      Euro to Rand exchange rate announced on SENS and published on the LuxSE                                        Monday, 23 September
      website by 11:00 South African time on
      Last day to trade on the JSE and LuxSE in order to receive the dividend                                          Tuesday, 1 October
      Shares commence trading ex the dividend                                                                        Wednesday, 2 October
      Record date for receipt of the dividend                                                                           Friday, 4 October
      Dividend paid to EPP shareholders                                                                                 Monday, 7 October
      Last day to deliver documentation to EPP in respect of an exemption from or                                      Friday, 25 October
      reduction of Dutch dividends withholding tax at source

      Notes:
      1.     Transfers of shares between the JSE and the Luxembourg Stock Exchange (“LuxSE”) may not take place between Monday, 23 September 2019 and
             Friday, 4 October 2019, both days inclusive.
      2.     Shares may not be dematerialised or rematerialised between Wednesday, 2 October 2019 and Friday, 4 October 2019, both days inclusive.

2.    DUTCH TAX IMPLICATIONS

      2.1.      General

                As a general rule, 15% dividend withholding tax ("DWHT") will be withheld by EPP on the cash
                dividend, leaving a distribution amount per share net of Dutch DWHT. This could be different if:

                (i)    a shareholder qualifies for an exemption from or a reduction of Dutch DWHT on the basis of Dutch
                       domestic law (including implementation of EU Directives) and/or a tax treaty concluded by the
                       Netherlands; and

                (ii)   the formal requirements to apply such exemption from or reduction of Dutch DWHT are satisfied
                       (insofar applicable).

                EPP will initially withhold 15% on ALL dividends distributed on Monday, 7 October 2019. As a
                subsequent step, if and to the extent EPP has been provided with proof that a shareholder qualifies for an
                exemption from or a reduction of Dutch DWHT in terms of paragraphs 2.1.(i) and 2.1(ii) above, the
                difference between 15% and the Dutch DWHT to be withheld will be paid out to the shareholder, after the
                Dutch DWHT return and/or Dutch DWHT notification has been filed by EPP with the Dutch tax
                authorities. EPP will remit the Dutch DWHT to be withheld to the Dutch tax authorities based on the
                Dutch DWHT return. EPP, listed and traded on the JSE and the Euro MTF market of the LuxSE, has a
                variety of shareholders, residing in different countries. The following paragraphs contain certain general
                remarks in relation to the DWHT relief aspects for certain individual and corporate shareholders.

      2.2.   South African shareholders

             In view of EPP’s listing on the JSE, a relatively large proportion of its shares are expected to be held by
             shareholders tax resident in South Africa (“South African shareholders”). The position of South African
             shareholders is therefore specifically addressed.

             South African shareholders’ attention is drawn to the fact that from 1 January 2018, South African
             shareholders owning 5% or more of the share capital of EPP may qualify for a new domestic exemption
             from Dutch DWHT, as addressed below in paragraph 2.3(ii).

             South African shareholders are in a unique position in that the tax treaty concluded between the
             Netherlands and South Africa (the “NL-SA Treaty”) provides for a reduction to portfolio shareholders,
             whereas most other tax treaties concluded by the Netherlands do not.
      
             The exemption from or reduction of Dutch DWHT on the basis of the NL-SA Treaty and corresponding
             formal requirements for qualifying South African shareholders are set out in more detail below.

             Corporate shareholders owning 5% or more of the share capital of EPP

      2.3.   Domestic exemption from Dutch DWHT

             (i)    Dutch corporate shareholders owning 5% or more

                    If a shareholder is a company that is a tax resident of the Netherlands, an exemption from Dutch
                    DWHT may apply under Dutch domestic law, if, as a general rule, this corporate shareholder owns
                    5% or more of the share capital of EPP and certain other conditions to apply the Dutch participation
                    exemption are met. Special rules may apply for corporate shareholders that are considered tax
                    transparent in their country of residence, or considered tax transparent from a Dutch tax perspective.
                    If a Dutch corporate shareholder qualifies for this exemption from Dutch DWHT at source, in order
                    to benefit from it, the shareholder should provide EPP with: (i) its name, address and place of
                    residency, and corresponding extract from the Dutch Chamber of Commerce; (ii) the amount,
                    number and percentage of shares owned in EPP; (iii) its bank account details; and (iv) a statement
                    confirming that the Dutch participation exemption applies to the dividend at the level of the Dutch
                    corporate shareholder by sending an email to dividend@epp-poland.com within 15 business days
                    following the record date for receipt of the cash dividend, being ultimately on Friday,
                    25 October 2019. Subsequently, this information needs to be included by EPP in the Dutch DWHT
                    return.

                    As indicated above, EPP will, as a general rule, initially withhold 15% on ALL dividends
                    distributed on Monday, 7 October 2019. If EPP has been provided with proof, to its
                    satisfaction, before Friday, 25 October 2019, that the relevant shareholder qualifies for relief
                    from Dutch DWHT the 15% will be paid out by EPP to the relevant shareholder directly, after
                    the DWHT return has been filed by EPP with the Dutch tax authorities.

             (ii)   EU/EEA or tax treaty country resident corporate shareholders owning 5% or more

                    If a shareholder is a company that is considered a tax resident within the EU or EEA (such as
                    Luxembourg) or is a tax resident of a country for domestic purposes with which the Netherlands has
                    concluded a tax treaty containing an article on taxation of dividends (including South Africa), an
                    exemption from Dutch DWHT applies under Dutch domestic law, if, as a general rule, this corporate
                    shareholder owns 5% or more of the share capital of EPP and, had the corporate shareholder been a
                    Dutch tax resident, certain other conditions to apply the Dutch participation exemption would have
                    been met and provided the corporate shareholder is considered the beneficial owner of the dividends
                    distributed by EPP.

                    The exemption is not available in cases of abuse, for which a main purposes test and artificial
                    arrangement test applies.

                    If a corporate shareholder qualifies for this exemption from Dutch DWHT at source, in order to
                    benefit from it and have EPP pay out the 15% to the relevant corporate shareholder after having filed
                    the DWHT return, the shareholder should provide EPP with: (i) its name, address and place of
                    residency; (ii) the amount, number and percentage of shares owned in EPP; (iii) a tax residency
                    certificate issued by its country of residence; (iv) its bank account details; and (v) a statement
                    confirming that all relevant conditions of the DWHT exemption are met by sending an email to
                    dividend@epp-poland.com within 15 business days following the record date for receipt of the cash
                    dividend, being ultimately on Friday, 25 October 2019. Subsequently, EPP will need to file a Dutch
                    DWHT notification with the Dutch tax authorities.

                    Shareholders are advised that EPP will, as a general rule, initially withhold 15% on ALL
                    dividends distributed on the dividend payment date, being Monday, 7 October 2019. If EPP
                    has been provided with proof, to its satisfaction, before Friday, 25 October 2019, that the
                    relevant shareholder qualifies for relief from Dutch DWHT the 15% will be paid out by EPP to
                    the relevant shareholder directly, after the Dutch DWHT notification has been filed by EPP
                    with the Dutch tax authorities.

      2.4.   Tax treaty relief

             (i)    General tax treaty relief

                    If a corporate shareholder does not qualify for a domestic exemption from Dutch DWHT as outlined
                    in paragraph 2.3(ii), but qualifies for an exemption from or reduction of Dutch DWHT on the basis
                    of a tax treaty concluded by the Netherlands, which should be assessed on a case-by-case basis,
                    generally the same formal requirements apply for this qualifying corporate shareholder as the
                    requirements set out below under paragraph 2.6 for South African shareholders. Exceptions may
                    however apply.

             (ii)   Relief under the NL-SA Treaty for corporate shareholders that own 10% or more of the EPP shares

                    Where the domestic DWHT exemption as discussed in paragraph 2.3(ii) is not available, a reduced
                    Dutch DWHT rate of 5% may be available under the NL – SA Treaty for corporate South African
                    shareholders that own 10% or more of the share capital of EPP. Furthermore, based on the most
                    favoured nation clause included in the NL-SA Treaty, an exemption from Dutch DWHT is available
                    for corporate South African shareholders that own 10% or more of the capital of EPP. This was
                    confirmed by the Dutch Supreme Court on 18 January 2019. The reduction or exemption may be
                    denied in cases of abuse, taking into account that the NL-SA Treaty contains a principal purposes
                    test, or if the corporate shareholder is not considered the beneficial owner of the dividends
                    distributed by EPP.

                    For these qualifying corporate South African shareholders to apply the reduced Dutch DWHT at
                    source and have EPP pay out the difference between 15% and the DWHT to be withheld to the
                    relevant corporate South African shareholder after having filed the DWHT return, or be refunded the
                    Dutch DWHT, a specific procedure would need to be followed, whereby a decision would need to be
                    obtained from the Dutch tax authorities by no later than 15 business days following the record date
                    for receipt of the cash dividend, in case the DWHT reduction at source would be applied.. For this
                    specific procedure to be followed, the respective qualifying corporate South African shareholders
                    can contact EPP via dividend@epp-poland.com.

                    Corporate South African shareholders that own 5% or more of the EPP shares, but less than 10%, are
                    referred to paragraph 2.6 below.

                    Corporate shareholders owning less than 5% of the share capital of EPP

      2.5.   General tax treaty relief

             Corporate shareholders that own less than 5% of the share capital of EPP, may qualify for a reduction of
             Dutch DWHT on the basis of a tax treaty concluded by the Netherlands, which should be assessed on a
             case-by-case basis. Generally, the same formal requirements apply for this qualifying corporate
             shareholder as the requirements set out below under paragraph 2.6 for South African shareholders.
             Exceptions may however apply. Please note however that most tax treaties do not provide a reduction for
             such corporate shareholders.

      2.6.   Relief under the NL-SA Treaty

             For corporate South African shareholders owning less than 10% of the share capital of EPP, the Dutch
             DWHT on the cash dividend is reduced to 10%. The reduction may be denied in cases of abuse, or if the
             corporate shareholder is not considered to be the beneficial owner of the dividends distributed by EPP.

             In order for corporate South African shareholders owning less than 10% of the capital of EPP to apply the
             reduced DWHT at source, or refund the DWHT, the following formal requirements must be satisfied:

             -     Applying reduced DWHT at source and have EPP pay out the difference between 15% and the
                   Dutch DWHT to be withheld to the relevant corporate South African shareholder after having
                   filed the DWHT return: The shareholder needs to (a) complete and sign a ‘request (partial)
                   exemption of Dutch dividend withholding tax’, which can be found on the website
                   www.belastingdienst.nl; (b) send the signed statement to the South African tax administration for a
                   signature and stamp by the tax administration to certify its place of residency; and (c) send the
                   returned statement, together with its bank account details, to EPP by sending an email to
                   dividend@epp-poland.com within 15 business days following the record date for receipt of the cash
                   dividend, being ultimately on Friday, 25 October 2019. Subsequently, this statement needs to be
                   filed by EPP with the Dutch tax authorities as an annexure to the Dutch DWHT return and therefore,
                   the original statement should be sent to EPP (Gustav Mahlerplein 28, 1082 MA Amsterdam, the
                   Netherlands). This must be repeated each time EPP declares a dividend in order for corporate
                   South African shareholders to apply the reduced Dutch DWHT at source and have EPP pay out the
                   difference between 15% and the Dutch DWHT to be withheld to the relevant corporate South
                   African shareholder after having filed the Dutch DWHT return.

             -     Withholding 15% Dutch DWHT, followed by a Dutch DWHT refund procedure: For this
                   procedure, the shareholder needs to register itself through an online registration form that can be
                   found on the website www.belastingdienst.nl/refunddividendtax. The shareholder then needs to
                   complete and submit this form online. This form and additional information on the online refund
                   procedure can be found on www.belastingdienst.nl/refunddividendtax and on the secured website
                   following registration.
 
             Individual shareholders

      2.7.   General tax treaty relief

             Individual shareholders may qualify for an exemption from or reduction of Dutch DWHT on the basis of a
             tax treaty concluded by the Netherlands, which should be assessed on a case-by-case basis. Generally, the
             same formal requirements apply for this qualifying individual shareholder as the requirements for
             corporate shareholders set out under paragraph 2.6. Exceptions may however apply.

      2.8.   Relief under the NL-SA Treaty

             For individual South African shareholders, the Dutch DWHT on the cash dividend is reduced to 10%. The
             reduction may be denied in cases of abuse or if the individual shareholder is not considered to be the
             beneficial owner of the dividends distributed by EPP.

             In order for individual South African shareholders to apply the reduced DWHT at source and have EPP
             pay out the difference between 15% and the DWHT to be withheld to the relevant individual South African
             shareholder after having filed the DWHT return, or be refunded the DWHT, the formal requirements as
             outlined under paragraph 2.6 should be applied. Although the registration form that can be found on
             www.belastingdienst.nl/refunddividendtax provides for corporate entities and authorised representatives
             only, this form may also be used by individuals.

3.   SOUTH AFRICAN TAX IMPLICATIONS

      3.1.   General

             Cash dividends received from a foreign (non-resident) company in respect of a share that is listed on the
             JSE are regarded as foreign dividends for South African income tax and dividends withholding tax
             purposes.

             As a general rule, 20% South African dividends withholding tax (“SADWT”) will be withheld by the
             regulated intermediary in South Africa (CSDP) on the cash dividend, leaving a distribution amount per
             share net of SADWT. This could be different if:

             (i)    a shareholder qualifies for an exemption from SADWT on the basis of South African domestic law;
                    and

             (ii)   the formal requirements to apply such exemption from SADWT are satisfied (insofar as applicable).
      
                    In order to qualify for any exemption from SADWT the beneficial owner of the dividend must provide the
                    following documentation to the CSDP:

             (i)    a written declaration that the dividend is exempt from SADWT in terms of South African domestic
                    law; and

             (ii)   a written undertaking to inform the regulated intermediary in writing should the circumstances
                    affecting the exemption applicable change, or should the beneficial owner cease to be the beneficial
                    owner,
      
             by the date determined by the CSDP, or where no date is determined, by the date of payment of the
             dividend.

             The requirements in order to qualify for an exemption or rebate of SADWT in terms of a tax treaty are
             dealt with below.

      3.2.   Tax implications for corporate shareholders

             Where the South African resident beneficial owner of the dividend is a company, the dividend will be
             exempt from SADWT in terms of domestic law, provided the documentary requirements set out above are
             complied with.

      3.3.   Tax implications for non-corporate shareholders

             Where the South African resident beneficial owner of the dividend is a non-corporate shareholder, the
             dividend may be exempt from SADWT in terms of domestic law. Where the dividend does not qualify for
             one of the domestic exemptions, SADWT will be suffered at an initial rate of 20%.
      
             One would then consider the application of the rebate mechanism described below in order to determine
             the final amount of tax payable.

      3.4.   Rebate on SADWT suffered

             A rebate on foreign taxes imposed on the dividend paid is available to reduce the SADWT liability. This
             rebate is calculated with reference to the DWHT rate to which all qualifying companies resident in South
             Africa and all qualifying individual persons resident in South Africa are entitled in terms of the NL-SA
             treaty (and not the standard rate of 15% DWHT). The applicable rate of DWHT should be determined
             with reference to the analysis set out in paragraph 2 above.

             The rebate will be limited to the SADWT imposed.

             Where the dividend is exempt from DWHT in terms of Dutch domestic law as a result of the shareholder
             holding 5% or more of EPP’s shares, no rebate will be available.

             The CSDP is responsible for withholding SADWT from the dividend payable to shareholders on the South
             African register and paying such amounts to the South African Revenue Service.

             In order to apply a rebate, the CSDP must be satisfied:
              
             (i)    that DWHT was applied; and

             (ii)   that the relevant shareholder qualifies for a reduced rate of DWHT.

             The rebate for foreign taxes is determined in Rand by translating the foreign currency amount using the
             same rate used to translate the foreign dividend.

      3.5.   Refund mechanism

             Where the above results in shareholders on the South African register who are not exempt from SADWT
             suffering more than an aggregate 20% dividends withholding tax, such shareholders are advised to follow
             the procedures set out paragraph 2 above in order to claim a refund in terms of the NL-SA Treaty.

             The maximum dividends withholding tax to be suffered by a South African shareholder will be 20%.
             Whether or not there is a refund due to the shareholder should be determined with reference to the specific
             facts applicable to that shareholder.

             Where a CSDP is satisfied that a particular shareholder has suffered 15% DWHT, which is not recoverable by that
             shareholder from the Dutch tax authority, such CSDP should withhold 5% SADWT (being the 20% SADWT less
             15% DWT), unless a specific South African domestic exemption applies and the required documentation as set out
             in paragraph 3 has been provided to the CSDP.

             The information provided above does not constitute tax advice and is only provided as a general guide on the South
             African tax treatment of the cash dividend declaration by EPP to South African tax resident shareholders. For
             shareholders residing outside of South Africa, the dividend may have other legal or tax implications and such
             shareholders are advised to obtain appropriate advice from their professional advisers in this regard.


6 September 2019


JSE Sponsor
Java Capital

Luxembourg Stock Exchange Listing Agent
Harneys Luxembourg

For more information:

Curwin Rittles, Investor Relations, EPP
Mobile: +48 885 982 310
Curwin.rittles@epp-poland.com

Java Capital, JSE Sponsor
Phone: +27 11 722 3050

Harneys Luxembourg, Luxembourg Stock Exchange Listing Agent
Phone: +352 27 86 71 02

Singular Systems IR
Michèle Mackey / Jacques de Bie
+27 (0)10 003 0700/+27 (0)82 497 9827
michele@singular.co.za / Jdebie@singular.co.za

Date: 06/09/2019 07:06:00
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