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Dividend election declaration and availability of dividend reinvestment option circular
DIPULA INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
JSE share code: DIB ISIN: ZAE000203394
(Approved as a REIT by the JSE)
("Dipula" or "the Company")
DIVIDEND ELECTION DECLARATION AND AVAILABILITY OF DIVIDEND REINVESTMENT OPTION CIRCULAR
As announced on Wednesday, 17 May 2023, the board of directors of Dipula have declared a cash dividend of 25.84695
cents per Dipula share for the six months ended 28 February 2023 (the "cash dividend") and shareholders have been
provided with the election to reinvest the cash dividend in return for Dipula shares (the "re-investment option").
Shareholders will be entitled, in respect of all or part of their shareholding, to elect to participate in the re-investment
option, failing which, they will receive the cash dividend that will be paid to those shareholders not electing to participate
in the re-investment option.
The number of shares to which shareholders are entitled will be determined with reference to the ratio that
25.84695 cents per share bears to the re-investment price. The re-investment price will be determined by Dipula with
reference to the market conditions at the time, including up to a 3% discount determined with reference to the spot price
per Dipula share (less the cash dividend) and/or the volume weighted average traded price per Dipula share for up to
30 days prior to the finalisation date (less the cash dividend). The re-investment price will be announced on SENS on
the finalisation date, which will be no later than 11:00 (SA time) on Tuesday, 30 May 2023.
A circular to Dipula shareholders (the "circular") in respect of the re-investment option will be posted to shareholders
today, Wednesday, 17 May 2023, and is now available on the website of the Company
(www.dipula.co.za/index.php/investors/circulars). Copies of the circular may be obtained from the registered offices of
Dipula, 12th Floor, Firestation Rosebank, 16 Baker Street, Rosebank, 2196, during normal business hours, 08:00 until
16:00 (SA time), from Wednesday, 17 May 2023 to Friday, 9 June 2023.
Salient dates and times
2023
Publication of Dipula results, including declaration of an interim distribution
published on SENS Wednesday, 17 May
Circular posted to shareholders Wednesday, 17 May
Finalisation information, including the share ratio and reinvestment price per Tuesday, 30 May
share, published on SENS by 11:00 (SA time)
Last day to trade in order to participate in the election to receive shares in terms of Tuesday, 6 June
the re-investment option or to receive a cash dividend ("LDT")
Shares trade ex-dividend Wednesday, 7 June
Last day to elect to receive shares in terms of the re-investment option or to Friday, 9 June
receive a cash dividend (no late forms of election will be accepted) at 12:00 (SA
time)
Record date for the election to receive shares in terms of the re-investment option
or to receive a cash dividend ("record date") Friday, 9 June
Listing of maximum possible number of shares under the re-investment option Friday, 9 June
Announcement of results of cash dividend and re-investment option released on
SENS Monday, 12 June
Dematerialised shareholders' CSDP or broker accounts credited with the cash
dividend payment (if applicable) Monday, 12 June
Dematerialised shareholders' CSDP or broker accounts credited with the new
shares (if applicable) Wednesday, 14 June
Adjustment to number of shares listed on or about Thursday, 15 June
Notes:
1. Shareholders electing the re-investment option are alerted to the fact that the new shares will be listed on
LDT + 3 and that these new shares can only be traded on LDT + 3, due to the fact that settlement of the
shares will be three days after the record date, which differs from the conventional one day after record
date settlement process.
2. Shares may not be dematerialised or rematerialised between Wednesday, 7 June 2023 and Friday, 9 June 2023,
both days inclusive.
3. The above dates and times are subject to change. Any changes will be released on SENS.
Tax implications
Dipula is listed on the JSE as a REIT in line with the REIT structure as provided for in the Income Tax Act, No. 58 of
1962, as amended (the "Income Tax Act") and section 13 of the JSE Listings Requirements.
The REIT structure is a tax regime that allows a REIT to deduct qualifying distributions paid to investors, in determining
its taxable income.
The cash dividend of 25.84695 cents per share meets the requirements of a "qualifying distribution" for the purposes of
section 25BB of the Income Tax Act (a "qualifying distribution") with the result that:
– qualifying distributions received or accrued to SA tax residents must be included in the gross income of such
shareholders and will not be exempt from income tax (in terms of the exclusion to the general dividend exemption,
contained in paragraph (aa) of section 10(1)(k)(i) of the Income Tax Act) because such qualifying distributions
are distributed by a REIT. These qualifying distributions are however exempt from dividends withholding tax in
the hands of SA tax resident shareholders, provided that such shareholders provided the following forms to their
CSDP or broker, as the case may be, in respect of uncertificated shares, or the company, in respect of certificated
shares:
- a declaration that the dividend is exempt from dividends tax; and
- a written undertaking to inform the CSDP, broker or the company, as the case may be, should the
circumstances affecting the exemption change or the beneficial owner cease to be the beneficial owner,
both in the form prescribed by the Commissioner for the South African Revenue Service. Shareholders are advised
to contact their CSDP, broker or the Company, as the case may be, to arrange for the abovementioned documents
to be submitted prior to payment of the dividend, if such documents have not already been submitted.
– qualifying distributions received by non-resident Dipula shareholders will not be taxable as income and instead
will be treated as ordinary dividends which are exempt from income tax in terms of the general dividend
exemptions per section 10(1)(k)(i) of the Income Tax Act. Any qualifying distributions received by non-residents
from a REIT will be subject to dividends withholding 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 shareholder. Assuming dividends withholding tax will be withheld at a rate of 20%, the net
dividend amount due to non-resident shareholders is 20.67756 cents per share. A reduced dividend withholding
rate in terms of the applicable DTA, may only be relied upon if the non-resident shareholder has provided the
following forms to their CSDP or broker, as the case may be, in respect of uncertificated shares, or the Company,
in respect of certificated shares:
- a declaration that the dividend is subject to a reduced rate as a result of the application of a DTA; and
- a written undertaking to inform their CSDP, broker or the company, as the case may be, should the
circumstances affecting the reduced rate change or the beneficial owner cease to be the beneficial owner,
both in the form prescribed by the Commissioner for the South African Revenue Service. Non-resident
shareholders are advised to contact their CSDP, broker or the Company, as the case may be, to arrange for the
abovementioned documents to be submitted prior to payment of the dividend if such documents have not already
been submitted, if applicable.
Shareholders are advised that in electing to participate in the re-investment option, pre-taxation funds are utilised for the
purposes and that taxation will be due on the total cash dividend amount of 25.84695 cents per share.
Other information:
– The issued ordinary share capital of Dipula is 893 747 774 ordinary shares of no par value before any election to
re-invest the cash dividend.
– Income Tax Reference Number of Dipula: 9743/798/14/3.
This cash dividend or the re-investment option may have tax implications for resident as well as non-resident
shareholders. Shareholders are therefore encouraged to consult their professional advisors should they be in any doubt
as to the appropriate action to take.
A worked example illustrating the tax implications for resident and non-resident shareholders will be announced as part
of the finalisation information to be published on SENS by 11:00 (SA time) on Tuesday, 30 May 2023.
Fractions
Trading in the Strate environment does not permit fractions and fractional entitlements. Accordingly, where a
shareholder's entitlement to the shares in relation to the re-investment option calculated in accordance with the formula
mentioned in paragraph 2 of this announcement gives rise to an entitlement to a fraction of a new share, such fraction
will be rounded down to the nearest whole number with the cash balance of the dividend being retained by the
shareholders.
Foreign shareholders
The release, publication or distribution of this announcement and the circular and/or accompanying documents and the
right to elect shares under the re-investment option 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 election under the securities
laws of the United Kingdom, European Economic Area, 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.
17 May 2023
Sponsor
Java Capital
Date: 17-05-2023 09:02:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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