CAPITAL & COUNTIES PROPERTIES PLC (the "Company" or "Capco")
2019 FINAL DIVIDEND - EXCHANGE RATE AND SCRIP CALCULATION PRICES
Capital & Counties Properties PLC confirms that exchange control approval for the offering of a scrip dividend alternative has been obtained from the South African Reserve Bank and shareholders are accordingly entitled to elect to receive new ordinary shares in the Company, credited as fully paid in lieu of cash, in respect of the 2019 final dividend of 1.0 pence per ordinary share.
Exchange Rate for Final Dividend:
The Company confirms that the ZAR exchange rate for the 2019 final dividend of 1.0 pence per ordinary share to be paid on Thursday 14 May 2020 to all shareholders registered on Friday 17 April 2020 will be 22.84680 ZAR to 1 GBP, which is the rate determined on 2 April 2020.
On this basis, shareholders who hold their shares via the South African register will receive a cash dividend of 22.84680 ZAR cents per ordinary share.
Scrip Calculation Price:
The Scrip Calculation prices, which are based on the UK and SA prices of Capco shares for the period 27 March 2020 to 2 April 2020 less the amount of the dividend, are as follows:
UK (principal register): 154.40 pence (GBP)
South Africa: 3,425.08220 cents (ZAR)
The same share prices will be used for calculating residual payments under the Scrip Dividend Scheme.
Scrip Ratio:
The number of shares in issue is 848,239,163 ordinary shares of 25p each.
UK (principal register): 1 new ordinary share for every 154.40 ordinary shares held
South Africa: 1 new ordinary share for every 149.91518 ordinary shares held (3,425.08220/22.84680 = 149.91518)
As no fraction of a share can be issued, the number of shares to be issued will be rounded down to the nearest whole number and any residual cash balance will be paid immediately to the relevant shareholder (unless a UK shareholder has made an "evergreen election").
By way of illustration of the above, a shareholder who holds 1,000 shares on the South African exchange and who elects to receive the scrip dividend alternative would be entitled to 1,000/149.91518 = 6.67044 shares which would be rounded down to 6 shares, and the residual payment would be 0.67044 x 3,425.08220 ZAR cents = 2,296.31211 ZAR cents, payable in cash.
Further details of the scrip dividend alternative are contained in the Scrip Dividend Scheme Booklet, Supplemental Notices and the related mandate forms, which are available on Capco's website at www.capitalandcounties.com and from Capco's share Registrars.
Important Information for South African Shareholders:
The 2019 final cash dividend declared to South African shareholders will comprise a foreign dividend (declared in respect of a share listed on the exchange operated by the JSE) and will be subject to dividends tax. Dividends tax will therefore be withheld at a rate of 20 per cent. unless a shareholder qualifies for an exemption and the prescribed requirements for effecting the exemption, as set out in the rules of the Scrip Dividend Scheme, are in place by the requisite date. After Dividends Tax has been withheld, the net final dividend will be 18.27744 cents per ordinary share. The funds are sourced from the UK.
It is the Company's understanding that the issue and receipt of shares pursuant to the scrip dividend alternative will not have any dividends tax nor income tax implications. The new shares which are acquired under the scrip dividend alternative should not comprise of a "foreign dividend" nor a "foreign return of capital" and will be treated as having been acquired for nil consideration.
Any residual cash payments to account for fractional share payments will be subject to dividends tax, which will be withheld from the residual payment to South African shareholders at a rate of 20 per cent, unless a shareholder qualifies for an exemption and the prescribed requirements for effecting the exemption (as set out in the Scrip Dividend Scheme Booklet) are in place by the requisite date.
This information is included only as a general guide to taxation for shareholders resident in South Africa and is based on Capco's understanding of the law and the practice currently in force. Any shareholder who is in any doubt regarding their tax position should seek independent professional advice.
The salient dates in the revised dividend timetable published in the announcement dated 26 February 2020 remain unchanged and no element of the 2019 final dividend will be treated as a Property Income Distribution for tax purposes.
Enquiries
Leigh McCaveny
Acting Company Secretary
Capital & Counties Properties PLC
+ 44 (0) 20 3214 9170
3 April 2020
