| Tue 25 Oct 2022, 11:18 | | HYPROP INVESTMENTS LIMITED - Announcement of dividend reinvestment price and confirmation of finalisation information |
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Announcement of dividend reinvestment price and confirmation of finalisation information
HYPROP INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005284/06)
JSE share code: HYP ISIN: ZAE000190724
(Approved as a REIT by the JSE)
("Hyprop" or "the Company")
This announcement is not for publication or distribution, directly or indirectly, in or into the United States or to any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.
ANNOUNCEMENT OF DIVIDEND REINVESTMENT PRICE AND CONFIRMATION OF FINALISATION INFORMATION
Shareholders are referred to the SENS announcement published on Tuesday, 18 October 2022, as well as the circular issued
to Hyprop shareholders on the same date ("the circular"), advising Hyprop shareholders that a dividend of 293.64090 cents
per share would be paid to shareholders, for the year ended 30 June 2022, from the Company's distributable earnings ("cash
dividend"), and that shareholders will be entitled, in respect of all or part of their shareholdings, to elect to reinvest the cash
dividend in return for additional Hyprop shares through a dividend reinvestment plan which is limited to a maximum
quantum of R500 million ("dividend reinvestment alternative").
The dividend reinvestment alternative is being offered on the basis that should shareholders elect to reinvest the cash
dividend in terms of the dividend reinvestment alternative such that the total aggregate value of such dividend reinvestments
exceeds R500 million, the dividend reinvestment elections will be reduced equitably for all shareholders on a pro rata basis
to R500 million in aggregate. Should shareholders not elect the dividend reinvestment alternative, they will receive the cash
dividend of 293.64090 cents per share.
The Hyprop directors who hold interests (other than derivative interests) in Hyprop shares have indicated that they will
elect the dividend reinvestment alternative in respect of such interests.
Reinvestment price
Shareholders are advised that the price per share, as determined on Monday, 24 October 2022, applicable to Hyprop
shareholders electing the dividend reinvestment alternative and recorded in the register on Friday, 4 November 2022 (i.e.,
the "record date") is R31.00 per share (the "reinvestment price"). The reinvestment price equates to a discount to the
traded price less the cash dividend (the "clean price") of Hyprop shares on the JSE prior to the finalisation date, as follows:
Measure Traded price (R) Clean price (R) Reinvestment
price % discount
7-day volume weighted average price 37.52948 34.59307 10.4%
15-day volume weighted average price 36.99799 34.06158 9%
The ratio of the number of shares to which a shareholder is entitled pursuant to the dividend reinvestment alternative for
every 100 shares held on the record date is as follows:
June 2022 Distribution
South African resident shareholders exempt from dividends tax 9.47229
Non-resident shareholders subject to dividend tax at 20% 7.57783
Trading in the Strate environment does not permit fractions and fractional entitlements. Where a shareholder's entitlement
to the shares in relation to the dividend reinvestment alternative, calculated with reference to the above share ratios, 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
balance of the cash dividend being retained by the shareholders.
Dividend withholding tax ("dividend tax") implications
Dividend tax implications for South African resident shareholders
Dividends received from a Real Estate Investment Trust ("REIT") are exempt from dividend tax in the hands of South
African resident shareholders provided that the shareholders have provided the requisite declaration as to residence as
detailed in paragraph 5 of the circular. South African resident shareholders, who have submitted the requisite documentation
and are exempt from dividend tax, will accordingly receive a net dividend of 293.64090 cents per share in respect of the
cash dividend.
Dividend tax implications for non-resident shareholders
Dividends received from a REIT by a non-resident shareholder will be subject to dividend 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 non-resident shareholder. A reduced dividend withholding tax rate in terms of the applicable
DTA may only be relied upon if the non-resident shareholder has provided the requisite documentation as detailed in
paragraph 5 of the circular. Non-resident shareholders who have submitted the requisite documentation, and assuming that
a dividend tax rate of 20% is applicable, will accordingly receive a net dividend of 234.91272 cents per share.
The 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.
Illustrative example on the application of rounding and the impact of dividend tax
The application of the rounding principle of rounding down to the nearest whole number and the impact of dividend tax on
shareholders is illustrated by way of the examples below.
South African Non-resident
resident shareholders
shareholders subject to
exempt from dividend tax at
dividend tax 20%
Dividend per share (cents) 293.64090 293.64090
Dividend tax per share (cents) - (58.72818)
Total net dividend per share (cents) 293.64090 234.91272
Number of shares held 100 100
Reinvestment price (R) 31.00000 31.00000
Total amount available for reinvestment per 100 shares (R) 293.64090 234.91272
Number of shares entitled to in terms of the dividend reinvestment alternative 9.47229 7.57783
Rounded number of shares issued in terms of dividend reinvestment alternative 9 7
Total amount payable for shares acquired in terms of the dividend reinvestment
alternative (R) 279.00000 217.00000
Balance of distribution paid to shareholder (R) 14.64090 17.91272
Trading of Hyprop shares
Shareholders are advised that, in terms of the published timetable, the last date to trade to participate in the cash dividend
or the dividend reinvestment alternative is Tuesday, 1 November 2022 and the shares will trade ex-dividend on Wednesday,
2 November 2022.
Shareholders are further reminded that the default alternative is to retain the cash dividend of 293.64090 cents per
share that will be paid to those shareholders not electing to participate in the dividend reinvestment alternative. The
last day to submit the form of election to participate in the dividend reinvestment alternative is 12:00 (South African
time) on Friday, 4 November 2022. No action is required if you wish to receive the cash dividend.
Shareholders electing the dividend reinvestment alternative are alerted to the fact that the new shares will be listed
on Thursday, 10 November 2022 and that these new shares can only be traded from Thursday, 10 November 2022
due to the fact that settlement of the shares will differ from the conventional dividend reinvestment process due to
the possible pro rata reduction.
The salient dates, timetable and all other information relating to the dividend (including the tax implications) and dividend
reinvestment alternative (including the form of election) are disclosed in the circular and announcement published on
Tuesday, 18 October 2022.
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.
25 October 2022
Corporate advisor and sponsor
Java Capital
Date: 25-10-2022 11:18:00
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