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Dividend declaration and availability of scrip distribution circular
LIGHTHOUSE PROPERTIES p.l.c.
(Registered in Malta)
(Registration number: C 100848)
Share code: LTE
ISIN: MU0461N00015
LEI: 549300UG27SWRF0X2U62
("Lighthouse" or the "Company")
THE ATTENTION OF SHAREHOLDERS IS DRAWN TO THE FACT THAT THE SCRIP DISTRIBUTION IS LIMITED TO A MAXIMUM OF 50% OF
THE TOTAL VALUE OF THE FINAL DISTRIBUTION DECLARED BY LIGHTHOUSE. SHOULD SHAREHOLDERS ELECT TO RECEIVE THE SCRIP
DISTRIBUTION SUCH THAT THE TOTAL AGGREGATE VALUE OF SUCH SCRIP DISTRIBUTION ELECTIONS EXCEEDS 50% OF THE TOTAL
FINAL DISTRIBUTION, SUCH ELECTIONS WILL BE REDUCED EQUITABLY FOR ALL SHAREHOLDERS ON A PRO RATA BASIS TO 50% OF
THE TOTAL FINAL DISTRIBUTION IN AGGREGATE, WITH THE REMAINDER PAYABLE AS A CASH DIVIDEND.
DIVIDEND DECLARATION AND AVAILABILITY OF SCRIP DISTRIBUTION CIRCULAR
Shareholders are advised that on Wednesday, 12 March 2025, it was announced that the Lighthouse board of directors
(the "Board") has approved a final dividend of 1.35050 EUR cents per share for the six months ended
31 December 2024. The Board has resolved to offer Shareholders the final dividend as a cash dividend of 1.3505 EUR
cents per Lighthouse share ("Cash Dividend"), with an alternative scrip distribution option ("Scrip Distribution") of
1.35050 EUR cents per Lighthouse share, subject to the Scrip Distribution being limited to 50% of the total final
distribution declared by Lighthouse as detailed below.
A Cash Dividend will be paid to Shareholders unless they elect to receive a Scrip Distribution by way of an issue of
new Lighthouse shares, credited as fully paid up. The Company's distributable retained earnings will be utilised for
the Cash Dividend and the Company's non-distributable reserve will be utilised for the Scrip Distribution.
The maximum Scrip Distribution is limited to 50% of the total value of the final distribution declared by Lighthouse
in respect of the six months ended 31 December 2024 of EUR 27 325 392.
Accordingly, should Shareholders elect to receive the Scrip Distribution such that the total aggregate value of such
Scrip Distribution election exceeds EUR 13 662 696, being 50% of the total final distribution, such elections will be
reduced equitably for all Shareholders who elect the Scrip Distribution on a pro rata basis to 50% of the total final
distribution in aggregate, with the remainder payable as a Cash Dividend.
A circular to shareholders (the "Circular") in respect of the Cash Dividend, or election to receive the Scrip Distribution
in lieu of the Cash Dividend, together with an election form, will be distributed to Shareholders today, Tuesday,
25 March 2025.
Shareholders that elect the Scrip Distribution, are entitled to a number of Lighthouse shares, which will be determined
based on the Scrip Distribution reference price, which will be announced, together with the applicable exchange rate
and entitlement ratio, on Tuesday, 1 April 2025 (by 11:00 South African time), subject to any pro rata reduction
required to limit the Scrip Distribution to 50% of the total final distribution declared by Lighthouse.
Terms defined in the Circular shall bear the same meaning in this announcement. As at the date of this announcement,
the Company has 2 023 353 689 ordinary shares of EUR 0.01 per share in issue.
Salient dates and times
2025
Posting of Circular and announcement on SENS and ANS on Tuesday, 25 March
Announcement of Conversion Rate, Scrip Distribution Reference Price and Tuesday, 1 April
Entitlement Ratio released before 11:00 on SENS and ANS on or before
Last day to trade on the JSE and A2X in order to be eligible for the Cash Dividend or Tuesday, 8 April
alternatively the Scrip Distribution on
Shares commence trading ex-Scrip Distribution or Cash Dividend on the JSE and A2X Wednesday, 9 April
on
Announcement of cash payment in respect of fractions released by 11:00 on SENS and Thursday, 10 April
ANS by
Record Date Friday, 11 April
Closing date for receipt of completed Election Forms by no later than 12:00 on Friday, 11 April
Announcement on SENS and ANS regarding the number of new Lighthouse shares to Monday, 14 April
be listed on the JSE and A2X
Payment of Cash Dividend, dispatch of Share Certificates, CSDP/broker accounts Thursday, 24 April
credited/updated and new Lighthouse shares listed and issued
Notes:
1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject
to change. Any changes will be announced on SENS and ANS.
2. Shareholders should note that new Lighthouse shares should not be traded until the new Lighthouse shares are issued
or reflect in their accounts with their CSDP or broker on Thursday, 24 April 2025.
3. Share Certificates may not be Dematerialised or Rematerialised between Wednesday, 9 April 2025 and Friday,
11 April 2025, both days inclusive.
4. Shareholders who receive the Cash Dividend will receive the Cash Dividend in South African Rand, based on the
Conversion Rate announced on Tuesday, 1 April 2025.
Tax implications
South African tax resident Shareholders
The receipt of the Cash Dividend or electing to receive the Scrip Distribution may have tax implications for South
African tax resident Shareholders. From a Maltese income tax perspective, the Scrip Distribution (representing an issue
of bonus shares) funded from the Company's non-distributable reserve and undertaken as a capitalisation of the
Company's non-distributable reserve is not regarded as a dividend. The below summary is generic in nature and should
not be relied on as tax advice. Shareholders are advised to consult their professional advisors regarding the tax
consequences of the Cash Dividend and the Scrip Distribution, as the case may be, or should they be in any doubt as
to the appropriate action to take.
No Malta dividend withholding tax is imposed on Cash Dividends or Scrip Distributions distributed by Maltese
companies. The Cash Dividend is treated as a dividend or foreign dividend for South African tax purposes and South
African tax resident Shareholders receiving the Cash Dividend will therefore be subject to South African dividends tax
at a rate of 20%, unless an exemption applies (such as, for example, in the case of a South African tax resident company
Shareholder which is exempt from South African dividends tax on dividends distributed to it). Any such dividends tax
will be withheld and paid to the South African Revenue Service by the applicable regulated intermediary and the South
African tax resident Shareholder will receive the Cash Dividend net from such dividends tax. The Cash Dividend
should furthermore be exempt from income tax in the hands of South African tax resident Shareholders.
The receipt of new Lighthouse Shares by South African tax resident Shareholders electing the Scrip Distribution should
not be classified as a dividend or a foreign dividend for South African tax purposes and accordingly no South African
dividends tax should be levied on the Scrip Distribution (save in respect of any fractions which are settled in cash as
discussed below). The Lighthouse Shares acquired in terms of the Scrip Distribution will be deemed to have a cost of
zero in the hands of the relevant South African tax resident Shareholders for purposes of determining any future tax
gain or loss upon any disposal. Cash payments to settle any fractions will be treated as cash dividends with the same
South African tax implications for South African resident Shareholders.
Shareholders residing outside of South Africa
The receipt of the Cash Dividend or electing to receive the Scrip Distribution may have tax implications for
Shareholders who are resident outside of South Africa, and such Shareholders are advised to obtain appropriate advice
from their professional advisors in this regard. From a Maltese income tax perspective, a Scrip Distribution
(representing an issue of bonus shares) funded from the Company's non-distributable reserve, undertaken as a
capitalisation of the Company's non-distributable reserve is not regarded as a dividend.
Malta Tax
The Cash Dividend should not trigger any Maltese tax (except as further outlined below in the section titled
"Shareholders residing in Malta"), whether by way of withholding or otherwise, regardless of the country of residence
of the shareholder. Similarly, the Scrip Distribution should not trigger any Maltese tax, whether by way of withholding
or otherwise, with respect to shareholders who are not resident in Malta.
Shareholders residing in Malta
The Company, being a Maltese registered company, is considered tax resident and domiciled in Malta for Maltese
income tax purposes and is therefore subject to Maltese income tax on its worldwide income and gains at the current
corporate tax rate of 35%. A dividend by the Company out of distributable profits to any Shareholder should not be
subject to any further Maltese tax (whether by way of withholding or otherwise) at the level of the Shareholder, subject
to certain conditions.
However, the Company is obliged to withhold tax at the rate of 15% upon a distribution out of certain distributable
profits (which were not taxed at the level of the Company and allocated to what is referred to as its 'untaxed account')
to a Shareholder who is:
(i) a person resident in Malta (other than a company);
(ii) a non-resident person (including a non-resident company) who is owned and controlled by, directly or
indirectly, or who acts on behalf of, an individual who is ordinarily resident and domiciled in Malta;
(iii) a trustee of a trust where the beneficiaries of such trust are persons referred to in (i) and (ii) above;
(iv) an individual who is a national of the EU/EEA (and his or her spouse where applicable), in specific
circumstances referred to in the Income Tax Act (Chapter 123 of the laws of Malta), when such
individual applies the tax rates applicable to Maltese-resident individuals.
Fractions
The allocation of new Lighthouse shares will be such that Shareholders who elect to receive the Scrip Distribution will
not be allocated a fraction of a new Lighthouse share and as such any entitlement to receive a fraction of a new
Lighthouse share will be rounded down to the nearest whole number and the value of the fraction will be paid to
Shareholders, less South African dividends tax at a rate of 20% which may be payable by Shareholders liable for South
African dividends tax. The fraction rate will be announced on Thursday, 10 April 2025.
No fractions of new Lighthouse Shares will be issued, nor will any residual entitlements be carried forward to any
future scrip distribution issues.
Shareholders wishing to receive a dividend warrant for Maltese income tax purposes must send a request to the
Company on investorrelations@lighthouse.mt. For purposes of South African dividend reporting, the source of income
for the payment of the Cash Dividend is Malta.
Copies of the Circular may be obtained from the Company's transfer secretaries, JSE Investor Services Proprietary
Limited, at 5th Floor, One Exchange Square, 2 Gwen Lane, Johannesburg, South Africa, and from the Company
Secretary, Stonehage Fleming Malta Limited, at 4th Floor, Avantech Building, St Julian's Road, San Gwann, Malta,
SGN 2805 from Tuesday, 25 March 2025 to Friday, 11 April 2025. The Circular will also be available on the
Company's website at https://www.lighthouse.mt/investors/#circulars from Tuesday, 25 March 2025.
25 March 2025
JSE sponsor and corporate advisor Company Secretary
Java Capital Stonehage Fleming Malta Limited
Tel: +27 (0)78 456 9999 Tel: +356 2144 6377
Date: 25-03-2025 12:30:00
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