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Dividend Finalisation Announcement

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RNS Number : 8242R
Capital & Regional plc
26 September 2017

26 September 2017


CAPITAL & REGIONAL PLC ("Capital & Regional" or "the Company")

UK company number 01399411

LSE share code: CAL             

ISIN: GB0001741544

LEI: 21380097W74N9OYF5Z25


Dividend Finalisation Announcement


As previously announced on 10 August 2017 the Company has declared an Interim dividend of 1.73 pence per share (the "Dividend"), to be paid 100% as a property income distribution ("PID").


Shareholders on the South African ("SA") share register are advised that the South African Rand exchange rate for the dividend will be 17.962 ZAR to 1.00 GBP (the "Exchange Rate"), resulting in a gross local dividend amount of 31.07426 ZAR cents per share.


The Directors are offering a scrip alternative ("scrip alternative") to the Dividend, further details of which are contained in the Scrip Dividend Rules available from http://capreg.com/investor-info/scrip/ and from the Company's Registrars. A cash dividend will be paid to shareholders unless they elect to receive the scrip alternative.


Capitalised terms used in this announcement will be the same meaning as defined in the Scrip Dividend Rules.


(i) Shareholders receiving the dividend in cash:


Shareholders who do not elect to receive New Ordinary Shares pursuant to the Scrip Dividend Scheme will be paid a cash dividend per share as follows:


Shareholders on the

UK share register

Shareholders on the

SA share register

PID element (gross)

1.73 pence

 31.07426 ZAR cents

*Less 20% withholding tax

0.346 pence

6.21485 ZAR cents

PID element (net)

1.384 pence

24.85941 ZAR cents

* Certain categories of UK shareholders may apply for exemption, in which case the PID element will be paid gross.


(ii) Shareholders who elect to take shares:


The Scrip Calculation Price for shareholders who hold their shares on the Company's UK share register ("LSE shareholders") is 55.07 pence, being the average of the middle market quotations of an Ordinary Share derived from the Daily Official List of the LSE for the last five dealing days ending on 25 September 2017, less the gross amount of the Dividend per share. The Scrip Calculation Price for JSE shareholders is 9.89167 ZAR, being the Scrip Calculation Price for LSE shareholders, converted to Rand at the Exchange Rate.


The number of New Ordinary Shares to be allocated to shareholders electing to participate in the Scrip Dividend Scheme will be calculated by dividing the net value of the Dividend otherwise receivable by a Shareholder by the Scrip Calculation Price and rounding down to the nearest whole number. As no fraction of a new share will be issued, for LSE shareholders any residual Cash Balance, i.e. the total value of the dividend receivable less the value of the shares allocated, will be rolled forward and factored into the Scrip calculation for the next relevant Dividend.  For JSE shareholders, any residual Cash Balance will be paid in cash in the same way as the Dividend would have been paid had those shareholders not elected to receive the scrip alternative.


By way of illustration, a shareholder who holds 1,000 shares and whose dividend payment is subject to 20% withholding tax, and who elects to receive New Ordinary Shares pursuant to the Scrip Dividend Scheme, will receive a number of New Ordinary Shares calculated as follows:


LSE Shareholders

JSE Shareholders

Net amount of PID dividend entitled to receive

(per (i) above x 1,000):


 248.59410 ZAR

Scrip Calculation Price


9.89167  ZAR

Calculated number of new shares to which shareholder is entitled (assuming no cash residual balance brought forward)



Actual number of new shares received



Cash Balance* (multiply fractional entitlement by Scrip Calculation Price)


1.30 ZAR

* For JSE shareholders to be paid a Cash Balance, the Cash Balance has been determined with reference to the net (after taking UK withholding tax into account) PID dividend to which a shareholder is entitled.




The key dates in relation to the payment of the Dividend are:


Last day to trade (JSE shareholders)

Tuesday, 3 October

Shares trade ex-dividend on the JSE

Wednesday, 4 October

Shares trade ex-dividend on the LSE      

Thursday, 5 October

Record date

Friday, 6 October

Closing date to elect to receive the scrip alternative (JSE and LSE shareholders)

Friday, 6 October

Announcement of the total amount of new shares to be issued

Monday, 16 October

Dispatch of share certificates, payment of cash dividend and residual cash balances (if applicable), CREST/CSDP/broker accounts credited/updated and new shares listed

Thursday, 26 October

·      JSE shareholders will receive a cash dividend in South African Rand, based on the conversion rate.

·      Share certificates (in respect of shares held on the South African register) may not be demateriliased or rematerialised between Wednesday, 4 October 2017 and Friday, 6 October 2017, both days inclusive.

·      Transfers of shares between sub-registers in the United Kingdom and South Africa may not take place between Tuesday, 26 September 2017 and Friday, 6 October 2017, both days inclusive.

·      Shareholders should note that new shares should not be traded until they are issued or reflected in their respective accounts.




Cash PID

SA dividends tax, at a rate of 20%, will apply to cash PIDs to the extent that the Company shares are held on the SA share register, unless the beneficial owner of the dividend is exempt from dividends tax (e.g. if it is a South African resident company). 

A 20% UK withholding tax will be deducted from cash PIDs. The Company will account to Her Majesty's Revenue & Customs ("HMRC") in sterling for the total UK withholding tax deducted.  Under the double tax agreement between the UK and South Africa ("the DTA"), the maximum tax payable in the UK is 15%. South African resident shareholders are therefore entitled to claim a 5% rebate from HMRC in terms of the DTA. Accordingly, only 15% of the UK withholding tax may be claimed as a rebate against the 20% SA dividends tax.

In summary, therefore, 20% will be withheld in the UK, a further 5% will be withheld in SA (where appropriate), but South African resident shareholders will be entitled to claim back 5% from HMRC which will bring the overall total to 20%.

New shares issued pursuant to the scrip alternative

A 20 per cent UK withholding tax will have been deducted in calculating the number of new shares issued to shareholders in terms of the Scrip Dividend Scheme. On application by a JSE shareholder, a 5% rebate is claimable from HMRC, resulting in an effective UK withholding tax rate of 15%. As new shares issued pursuant to the scrip alternative should not constitute dividends or foreign dividends, dividends tax does not apply to that part of any dividend satisfied by the issue of new shares where such new shares are provided in lieu of the dividend. Cash balances paid are expected to be taxed as a cash PID, as set out above.


UK taxation

The receipt of the cash dividend or election to receive the scrip alternative may have tax implications for shareholders who are resident in the United Kingdom or other countries and such shareholders are advised to obtain appropriate advice from their professional advisors in this regard.


For further information:

Capital & Regional:

Tel:  020 7932 8000

Lawrence Hutchings, Chief Executive

Charles Staveley, Group Finance Director

Notes to editors:

About Capital & Regional plc

Capital & Regional is a UK focused retail property REIT specialising in shopping centres that dominate their catchment, serving the non-discretionary and value orientated needs of the local communities.  It has a strong track record of delivering value enhancing retail and leisure asset management opportunities across a c. £1 billion portfolio of in-town shopping centres.  Capital & Regional is listed on the main market of the London Stock Exchange and has a secondary listing on the Johannesburg Stock Exchange.   

Capital & Regional owns seven shopping centres in Blackburn, Hemel Hempstead, Ilford, Luton, Maidstone, Walthamstow and Wood Green. It also has a 20% joint venture interest in the Kingfisher Centre in Redditch. Capital & Regional manages these assets through its in-house expert property and asset management platform.

For further information see capreg.com.

This information is provided by RNS
The company news service from the London Stock Exchange

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