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Declaration of a cash dividend with election to reinvest in return for Redefine shares and posting of circular
REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
Debt company code: BIRDF
(Approved as a REIT by the JSE)
("Redefine" or the "company" or the "group")
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT
(AS DEFINED BELOW)). THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN
COMES, SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH
THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
DECLARATION OF A CASH DIVIDEND WITH THE ELECTION TO REINVEST THE CASH DIVIDEND IN RETURN FOR REDEFINE
SHARES AND POSTING OF CIRCULAR
Shareholders are referred to Redefine's group audited annual results for the year ended
31 August 2024, published on SENS on Monday, 4 November 2024, wherein shareholders were
advised that Redefine has declared a cash dividend of 22.25110 cents per share, for the six-month
period ended 31 August 2024, (the "cash dividend") and that eligible shareholders will be entitled,
in respect of all or part of their shareholdings, to elect to reinvest the cash dividend in return for
Redefine shares (the "share re-investment alternative").
Shareholders will be entitled, in respect of all or part of their shareholding, to elect to participate in
the share reinvestment alternative, failing which, they will receive the cash dividend of 22.25110
cents per share that will be paid to those shareholders not electing to participate in the share re-
investment alternative.
The number of shares to which shareholders are entitled will be determined with reference to the
ratio that 22.25110 cents per share bears to the reinvestment price. The re-investment price will be
determined by Redefine and will be announced on SENS on the finalisation date, which will be no
later than Tuesday, 19 November 2024 (by 11:00 SA time). The re-investment price will be
determined with reference to the prevailing market conditions at that time, including with reference
to the spot price per Redefine ordinary share (less the cash dividend) and the volume weighted
average trade price per Redefine ordinary share for up to 30 days prior to the finalisation date (less
the cash dividend).
The board of directors of Redefine may, in its discretion, withdraw the share reinvestment
alternative should market conditions warrant such action and such withdrawal will be
communicated to shareholders prior to the release of the finalisation announcement on
SENS, which will be no later than 11:00 (SA time) on Tuesday, 19 November 2024.
A circular providing further information in respect of the cash dividend and share reinvestment
alternative has been distributed to Redefine shareholders who are residents of South Africa on
Friday, 8 November 2024. Copies of the circular may be obtained from the registered offices of
Redefine, 155 West Building, 4th floor, 155 West Street, Sandown, Sandton, 2196 during normal
business hours. A copy of the circular is available on the company's website at
https://www.redefine.co.za/investors/circulars/2024.
Shareholders who have dematerialised their shares through a Central Securities Depository
Participant ("CSDP") or broker should instruct their CSDP or broker with regard to their election, in
accordance with the terms of the custody agreement entered into between them and their CSDP or
broker.
Salient dates and times 2024
Circular and form of election posted to shareholders and announced Friday, 8 November
on SENS
Finalisation information including the share ratio and re-investment Tuesday, 19 November
price per share published on SENS by 11:00 (SA time)
Last day to trade in order to receive a cash dividend and for the election Tuesday, 26 November
to receive shares in terms of the share re-investment alternative
("LDT")
Shares trade ex-dividend Wednesday, 27 November
Listing of maximum possible number of shares under the share re- Friday, 29 November
investment alternative
Last day to elect to receive shares in terms of the share re-investment Friday, 29 November
alternative or to 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 share re- Friday, 29 November
investment alternative or to receive a cash dividend ("record date")
Announcement of results of cash dividend and share re-investment Monday, 2 December
alternative released on SENS
Cash dividend paid to certificated shareholders on Monday, 2 December
Accounts credited by CSDP or broker to dematerialised shareholders Monday, 2 December
with the cash dividend payment
Share certificates posted to certificated shareholders on or about Wednesday, 4 December
Accounts updated with the new shares (if applicable) by CSDP or Wednesday, 4 December
broker to dematerialised shareholders
Adjustment to shares listed on or about Friday, 6 December
Notes:
1. Shareholders electing the share re-investment 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, 27 November 2024
and Friday, 29 November 2024, both days inclusive.
3. The above dates and times are subject to change. Any changes will be released on SENS.
FRACTIONS
Trading in the Strate environment does not permit fractions and fractional entitlements. Where a
shareholder's entitlement to the shares in relation to the share re-investment alternative 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.
TAX IMPLICATIONS
Redefine was granted REIT status by the JSE Limited with effect from 1 September 2013 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 22.25110 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 resident Redefine shareholders must be
included in the gross income of such shareholders (as a non-exempt dividend in terms of
section 10(1)(k)(aa) of the Income Tax Act), with the effect that the qualifying distribution is
taxable as income in the hands of the Redefine shareholder. These qualifying distributions are
however exempt from dividends withholding tax, provided that the SA tax resident Redefine
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 Redefine 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 qualifying
distributions 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
17.80088 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 share re-investment alternative,
pre-taxation funds are utilised for the purposes and that taxation will be due on the total cash
dividend amount of 22.25110 cents per share.
Other information:
- The ordinary issued share capital of Redefine is 7 052 419 865 ordinary shares of no par
value each before any election to re-invest the cash dividend.
- Income Tax Reference Number of Redefine: 917/852/4840.
This cash dividend or the share re-investment alternative 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
FOREIGN SHAREHOLDERS
The release, publication or distribution of this circular and/or accompanying documents and the right
to receive shares pursuant to the share re-investment alternative in jurisdictions other than the
Republic of South Africa may be restricted or affected by the laws of such jurisdictions, and a failure
to comply with any of those restrictions may constitute a violation of the securities laws of any such
jurisdictions. The shares issued pursuant to the share re-investment alternative may not be offered,
sold, taken up, exercised, resold, renounced, transferred or delivered, within Australia, Canada,
Hong Kong or Japan.
United States of America
Shareholders who are citizens or residents of the United States are advised that the shares issued
pursuant to the share re-investment alternative have not been and will not be registered under the
U.S. Securities Act, or under any securities laws of any state or other jurisdiction of the United States
and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States, except pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of the U.S. Securities Act and in
compliance with applicable state and other securities laws of the United States.
The shares issued pursuant to the share re-investment alternative have not been and will not be
registered under the U.S. Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within the United States, except pursuant
to an exemption from or, in a transaction not subject to, the registration requirements of the U.S.
Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction
of the United States. The shares are being offered and sold in Offshore Transactions in compliance
with Regulation S.
The company has not been and does not intent to register under the U.S. Investment Company Act
and investors will not be entitled to the benefits of the U.S. Investment Company Act. The company
is relying on the exemption provided by Section 3(c)(7) of the U.S. Investment Company Act and as
a result the shares issued pursuant to the share re-investment alternative may only be subscribed
for by persons within the United States who are QPs.
Accordingly, the company is not offering the shares into the United States unless an applicable
exemption from the registration requirements of the U.S. Securities Act is available and, subject to
certain exceptions, this circular does not constitute nor will it constitute an offer or an invitation to
apply for, or an offer or an invitation to acquire, any shares in the United States. Subject to certain
exceptions, this circular will not be sent to any shareholder in, or with a registered address in, the
United States. Any person in the United States wishing to receive shares issued pursuant to the
share re-investment alternative must execute and deliver to the company an investor letter
satisfactory to the company to the effect that such person and any account for which it is acquiring
the shares is a QIB and a QP and satisfies certain other requirements. The investor letter may be
requested or obtained from Redefine by emailing dripinfo@redefine.co.za.
Subject to certain exceptions, any person who acquires shares issued pursuant to the share re-
investment alternative will be deemed to have declared, warranted and agreed, by accepting
delivery of this circular, exercising their right to elect shares, selling or renouncing their shares or
accepting delivery of the shares that it is not, and that at the time of acquiring the shares, it will not
be, in the United States or acting on behalf of, or for the account or benefit of, a person on a non-
discretionary basis in the United States or any state of the United States.
In addition, until 13 January 2025 (40 days after posting of the certificated shares and updating with
the new shares of the accounts of dematerialised shareholders), an offer, sale or transfer of the
shares within the United States by a dealer (whether or not participating in the share re-investment
alternative transaction) may violate the registration requirements of the U.S. Securities Act.
European Economic Area and United Kingdom
In relation to each member state of the European Economic Area and the United Kingdom (each a
"Relevant State"), with effect from and including the date of this circular, no shares have been
offered pursuant to the share re-investment alternative to the public in that Relevant State. The offer
of shares pursuant to the share re-investment alternative contemplated by this circular may not be
made to the public in that Relevant State except that an offer to the public in that Relevant State of
any shares pursuant to the share reinvestment alternative may be made at any time under the
following exemptions under the Prospectus Regulation:
(A) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
(B) to fewer than 150 natural or legal persons (other than qualified investors as defined under the
Prospectus Regulation), as permitted under the Prospectus Regulation; or
(C) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of shares pursuant to the share reinvestment alternative shall require
the company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an "offer to the public" (and similar expressions)
in relation to any shares offered pursuant to the share re-investment alternative in any Relevant
State means the communication in any form and by any means of sufficient information on the terms
of the share reinvestment alternative to be offered so as to enable an investor to decide to purchase
or subscribe for any shares pursuant to the share reinvestment alternative, and the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129.
Any person located in any Relevant State that elects to receive any shares pursuant to the share
reinvestment alternative, will be deemed to represent, warrant, agree and confirm that they are a
qualified investor as defined under the Prospectus Regulation. In the case of any shares pursuant
to the share re-investment alternative being offered to a financial intermediary as that term is used
in Article 5(1) of the Prospectus Regulation, such financial intermediary will be deemed to have
represented, acknowledged and agreed that the shares acquired by it pursuant to the share
reinvestment alternative have not been acquired on a non-discretionary basis on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in a Relevant State in
circumstances which may give rise to an offer of any shares issued pursuant to the share re-
investment alternative to the public other than their offer or resale in a Relevant State to qualified
investors as defined under the Prospectus Regulation.
The company and its affiliates and others will rely upon the truth and accuracy of the foregoing
representation, warranty, acknowledgement and agreement.
United Kingdom
In the United Kingdom, this circular is only being distributed and communicated to and any
investment or investment activity to which this circular relates is available only to, and will be
engaged in only with, persons: (i) having professional experience in matters relating to investments
who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services
and Markets Act, 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) who are high net worth
entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to
as "Relevant Persons"). Persons who are not Relevant Persons should not take any action on the
basis of this circular and should not act or rely on it.
Disclaimer
This announcement does not constitute or form part of an offer to sell securities, or the solicitation
of any offer to buy or subscribe for any securities, to or from any person in the United States (or to,
or for the account or benefit of, any such person or any U.S. person, as defined in Regulation S
under the U.S. Securities Act) or in any other jurisdiction in which, or to or from any other person to
or from whom, such offer or solicitation is unlawful. The securities referred to in this announcement
have not been and will not be registered under the U.S. Securities Act, and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S. persons absent registration with
the United States Securities and Exchange Commission or an exemption from registration. There
will be no public offer of the securities in the United States.
8 November 2024
Corporate advisor and sponsor
Java Capital
Date: 08-11-2024 03:30:00
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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