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Dividend election declaration and availability of dividend reinvestment alternative circular
VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE NSX share code: VKN
ISIN: ZAE000180865
(Granted REIT status with the JSE)
("Vukile" or the "Company")
DIVIDEND ELECTION DECLARATION AND AVAILABILITY OF DIVIDEND REINVESTMENT ALTERNATIVE CIRCULAR
As announced on Tuesday, 26 November 2024, the board of directors of Vukile has declared a cash dividend
of 55.18051 cents per Vukile share for the six months ended 30 September 2024 (the "cash dividend") and
shareholders have been provided with the election to reinvest the cash dividend in return for Vukile shares
(the "dividend reinvestment alternative"). Shareholders will be entitled, in respect of all or a part of their
Vukile shareholding, to elect to participate in the dividend reinvestment alternative, failing which they will
receive the cash dividend that will be paid to those shareholders not electing to participate in the dividend
reinvestment alternative.
The number of shares to which shareholders are entitled will be determined with reference to the ratio that
55.18051 cents per share bears to the reinvestment price. The reinvestment price will be determined by Vukile
with reference to market conditions at the time, including with reference to the spot price per Vukile share
(less the cash dividend) and the volume weighted average trade price per Vukile share for up to 30 days prior
to the finalisation date (less the cash dividend). The reinvestment price will be announced on SENS on the
finalisation date, which will be by no later than 11:00 (SA time) on Tuesday, 3 December 2024.
A circular to Vukile shareholders (the "circular") in respect of the dividend reinvestment alternative will be
distributed to shareholders today, Tuesday, 26 November 2024, and is also available on the website of the
Company at:
https://www.vukile.co.za/wp-content/uploads/2024/11/Vukile-Drip-Circular-H1FY25.pdf
Copies of the circular may be obtained from the registered offices of Vukile, 11 Ninth Street, Houghton Estate,
2198, during normal business hours, 08:00 until 16:00 (SA time), from Tuesday, 26 November 2024 to Friday,
13 December 2024.
Salient dates and times
2024
Publication of Vukile results, including declaration of a final distribution, on
SENS on Tuesday, 26 November
Circular and form of election distributed to shareholders on Tuesday, 26 November
Finalisation information, including the share ratio and reinvestment price per
share, published on SENS by 11:00 (SA time) on Tuesday, 3 December
Last day to trade in order to participate in the election to receive shares in
terms of the dividend reinvestment alternative or to receive a cash dividend
("LDT") Tuesday, 10 December
Shares trade ex-dividend Wednesday, 11 December
Listing of maximum possible number of shares under the dividend
reinvestment alternative on Friday, 13 December
Last day to elect to receive shares in terms of the dividend reinvestment
alternative or to receive a cash dividend (no late forms of election will be
accepted) at 12:00 (SA time) Friday, 13 December
Record date for the election to receive shares in terms of the dividend
reinvestment alternative or to receive a cash dividend (the "record date") Friday, 13 December
Results of cash dividend and dividend reinvestment alternative published on
SENS on Tuesday, 17 December
Cash dividends paid to certificated shareholders by electronic funds transfer
on or about Tuesday, 17 December
Dematerialised shareholders' accounts credited by CSDP or broker with the
cash dividend payment on Tuesday, 17 December
Share certificates posted to certificated shareholders on or about Thursday, 19 December
Dematerialised shareholders' accounts updated with the new shares (if
applicable) by CSDP or broker on Thursday, 19 December
Adjustment to shares listed on or about Monday, 23 December
Notes:
1. Shareholders electing the dividend reinvestment alternative 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, 11 December 2024 and Friday,
13 December 2024, both days inclusive.
3. The above dates and times are subject to change. Any changes will be released on SENS.
Tax implications
Vukile 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 55.18051 cents per share meets the requirements of a "qualifying distribution" for the
purposes of section 25BB of the Income Tax Act ("qualifying distribution") with the result that:
- dividends received by resident Vukile shareholders must be included in the gross income of such
shareholders (as a non-exempt dividend in terms of section 10(1)(k)(i)(aa) of the Income Tax Act), with
the effect that the dividend is taxable as income in the hands of the Vukile shareholder. These dividends
are however exempt from dividends withholding tax, provided that the South African resident
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.
- dividends received by non-resident Vukile shareholders will not be taxable as income and instead will
be treated as ordinary dividends but which are exempt in terms of the usual dividend exemptions per
section 10(1)(k) of the Income Tax Act. Any dividends received by non-resident Vukile shareholders
are 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 44.14441 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 who are South African residents are advised that in electing to participate in the dividend
reinvestment alternative, pre-taxation funds are utilised for reinvestment purposes and that taxation will be
due on the total cash dividend amount of 55.18051 cents per share.
Other information:
- The ordinary issued share capital of Vukile is 1 229 933 623 ordinary shares of no par value before any
election to reinvest the cash dividend.
- Income Tax Reference Number of Vukile: 9331/617/14/3.
This cash dividend or dividend reinvestment alternative may have tax implications for resident as well as non-
resident shareholders. Shareholders are therefore encouraged to consult their tax and/or 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 on SENS by 11:00 (SA time) on Tuesday, 3 December 2024.
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 dividend reinvestment alternative, as calculated in
accordance with the mechanism outlined above, gives rise to an entitlement to a fraction of a new share, the
number of shares to be issued will be rounded down to the nearest whole number, with the cash balance of the
dividend being retained by the shareholders.
Foreign shareholders
The distribution of the circular and/or accompanying documents and the right to elect shares under 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 to be issued pursuant to the dividend reinvestment alternative have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities
laws of any state or other jurisdiction of the United States of America ("United States") and accordingly may
not be offered, sold, taken up, re-sold or delivered, directly or indirectly, in or into the United States absent
registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the securities laws of any state or any
other jurisdiction of the United States. There will be no public offering in the United States.
The shares to be issued pursuant to the dividend reinvestment alternative have not been and will not be
registered for the purposes of election under the securities laws of the United Kingdom, European Economic
Area, Canada, Japan or Australia (together with the United States, "restricted territories") 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 than to permitted restricted territory shareholders who comply with the
requirements of paragraph 7.4 of the circular.
Vukile shareholders with registered addresses in, or who are resident in any of, the restricted territories who
wish to elect to receive shares pursuant to the dividend reinvestment alternative must warrant, represent and
certify to Vukile's satisfaction, in its sole and absolute discretion, by no later than Friday, 13 December 2024
that their receipt of shares will not result in the contravention of any registration or other legal requirement in
such jurisdiction.
Any non-resident Vukile shareholder which does not comply with paragraph 7.4 of the circular will not,
irrespective of their election, be entitled to receive the shares pursuant to the dividend reinvestment alternative,
directly or indirectly, in the restricted territories, and shall be deemed not to have elected the dividend
reinvestment alternative.
Vukile shareholders who are not resident in, or who have a registered address outside of South Africa, must
satisfy themselves as to the full observance of the laws of any relevant territory concerning the receipt of
shares pursuant to the dividend reinvestment alternative, including obtaining any requisite governmental or
other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in
such jurisdiction. If in doubt, Vukile shareholders should consult their professional advisors immediately.
26 November 2024
Corporate advisor and JSE sponsor NSX sponsor
Java Capital IJG Securities (Pty) Ltd
Date: 26-11-2024 07:06:00
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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