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Finalisation Announcement Of Dividend Reinvestment Price, Ratio And Finalisation Information
SPEAR REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/407237/06)
Share Code: SEA
ISIN: ZAE000228995
LEI: 378900F76170CCB33C50
Approved as a REIT by the JSE
(“Spear” or “the Company”)
Finalisation Announcement Of Dividend Reinvestment Price, Ratio And Finalisation
Information
DIVIDEND REINVESTMENT ALTERNATIVE
Shareholders are referred to Spear’s unaudited consolidated interim results for the six months
ended 31 August 2020, as announced on SENS on 30 October 2020
(“Results Announcement”), advising that Spear’s board of directors has approved and
declared an interim gross dividend, out of income reserves, of 29.34465 cents per share for
the period, with a dividend reinvestment alternative (“Dividend Reinvestment Alternative”).
In terms of the Dividend Reinvestment Alternative, shareholders will be entitled, in respect of
all or part of their shareholdings, to elect to reinvest the cash dividend of 29.34465 cents per
share, in return for Spear ordinary shares, failing which they will receive the cash dividend.
Further details regarding the Dividend Reinvestment Alternative can be found in the circular,
which was distributed to Spear shareholders on Tuesday, 3 November 2020 (“Circular”).
REINVESTMENT PRICE AND RATIO
Spear confirms that the price applicable to shareholders electing the Dividend Reinvestment
Alternative and recorded in the register on Friday, 20 November 2020 (“Record Date”), is
445.65535 cents per new Spear share (“Reinvestment Price”).
The Reinvestment Price is equal to a 5% discount to the closing price of 500.00000 cents at
which Spear shares closed on the JSE on the day prior to the finalisation date being today,
Friday, 6 November 2020, less the dividend for the six months ended 31 August 2020 of
29.34465 cents per share.
Accordingly, the ratio of entitlement for shareholders electing the Dividend Reinvestment
Alternative will be 6.58461 Spear shares for every 100 Spear shares held on the Record Date
(for South African resident shareholders exempt from dividend withholding tax (“Dividend
Tax”)) and 5.26768 Spear shares for every 100 Spear shares held on the Record Date (for
non-resident shareholders that are subject to Dividend Tax at 20%).
DIVIDEND WITHHOLDING TAX (“DIVIDEND TAX”) IMPLICATIONS
Dividend Tax implications for South African resident shareholders
Dividends received from a Real Estate Investment Trust (“REIT”) are exempt from Dividend
Tax in the hands of South African resident shareholders provided that the shareholders have
provided the requisite documentation, as detailed in paragraph 4 of the Circular. South African
resident shareholders, who have submitted the requisite documentation and are exempt from
Dividend Tax, will accordingly receive a net dividend of 29.34465 cents per share.
Dividend Tax implications for non-resident shareholders
Dividends received from a REIT by a non-resident shareholder are subject to Dividend Tax at
20%, unless the rate is reduced in terms of any applicable agreement for the avoidance of
double taxation (“DTA”) between South Africa and the country of residence of the non-resident
shareholder. A reduced dividend withholding tax rate in terms of the applicable DTA may only
be relied upon if the non-resident shareholder has provided the requisite documentation as
detailed in paragraph 4 of the Circular. Non-resident shareholders who have not submitted the
requisite documentation, and assuming that a Dividend Tax rate of 20% is applicable, will
accordingly receive a net dividend of 23.47572 cents per share.
The impact of Dividend Tax on shareholders has been illustrated by way of the example below:
South African resident Non-resident
shareholders exempt shareholder subject to
from Dividend Dividend Withholding
Withholding Tax Tax at 20%
Dividend per share (cents) 29.34465 29.34465
Dividend Withholding Tax per share
(cents) - (5.86893)
Total net dividend per share (cents) 29.34465 23.47572
Reinvestment Price per share (cents) 445.65535 445.65535
Total entitlement (Ratio) 6.58461 5.26768
Number of shares issued1,2 6.00000 5.00000
Fractional entitlement paid in cash
(cents) 260.53290 119.29525
Notes:
(1) Assumes a shareholding of 100 shares.
(2) Rounded down to exclude fractional entitlement.
Due to the fact that the cash dividend or Dividend Reinvestment Alternative may have tax
implications for resident and non-resident shareholders, shareholders are encouraged to
consult their professional advisors should they be in any doubt as to the appropriate action to
take.
TRADING OF SPEAR SHARES
Shareholders electing the Dividend Reinvestment Alternative are reminded of the fact that the
new shares will be listed on last day to trade (“LDT”) + 3 and that these new shares can only
be traded on LDT + 3, being Friday, 20 November 2020, and that settlement of the shares will
occur on Wednesday, 25 November 2020, three business days after Record Date, which
differs from the conventional one business day after Record Date settlement process.
ELECTION OF DIVIDEND REINVESTMENT ALTERNATIVE
Shareholders are reminded that the last day to elect to receive the Dividend Reinvestment
Alternative is 12:00 (South African time) on Friday, 20 November 2020.
The salient dates and all other information relating to the cash dividend and Dividend
Reinvestment Alternative disclosed in the Results Announcement and the Circular remain
unchanged.
FURTHER INFORMATION
Fractions
Trading in the electronic Strate environment does not permit fractions and fractional
entitlements in respect of shares. Accordingly, should a shareholder’s reinvestment in new
shares, calculated in accordance with the ratio mentioned above, give rise to a fraction of a
new share, such fraction will be rounded down to the nearest whole number resulting in the
allocation of whole shares and a payment to the shareholder in respect of the remaining cash
amount due to that shareholders under the dividend. Certificated shareholders whose bank
account details are not held by Spear’s transfer secretaries, are requested to provide such
details to Spear’s transfer secretaries to enable payment of the fraction due to the shareholder
in respect of the Dividend Reinvestment Alternative. Should no details be on record, the funds
will be held by the Company until such time as the details have been provided and the cash
fraction will be paid to the shareholder on request.
Foreign shareholders
The distribution of the Circular and/or accompanying documents and the right to elect the
Dividend Reinvestment Alternative in jurisdictions other than South Africa may be restricted
by law and a failure to comply with any of these restrictions may constitute a violation of the
securities laws of any such jurisdictions. The shares have not been and will not be registered
for the purposes of the Dividend Reinvestment Alternative under the securities laws of the
United Kingdom, European Economic Area or EEA, Canada, United States of America, Japan
or Australia and accordingly are not being offered, sold, taken up, re-sold or delivered directly
or indirectly to recipients with registered addresses in such jurisdictions.
Other information
- The number of ordinary shares in issue on declaration date is 205 776 521.
- The company’s tax reference number is 9068437236.
Cape Town
6 November 2020
Sponsor
PSG Capital
Date: 06-11-2020 11:30:00
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