Wrap Text
Declaration of a cash dividend with the election to reinvest the cash dividend in return for Redefine shares
REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
(Approved as a REIT by the JSE)
("Redefine" or "the company")
DECLARATION OF A CASH DIVIDEND WITH THE ELECTION TO REINVEST THE CASH DIVIDEND IN RETURN
FOR REDEFINE SHARES
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO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.
Shareholders are referred to Redefine's condensed consolidated results for the six months ended
28 February 2019, published on SENS on Monday, 6 May 2019, wherein shareholders were advised
that Redefine has declared an interim cash dividend of 49.19 cents per share, for the six months
ended 28 February 2019, from the company's distributable income (the "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 Redefine shares (the "share reinvestment alternative"), failing which
they will receive the cash dividend of 49.19 cents per share that will be paid to those shareholders
not electing to participate in the share reinvestment alternative.
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 Tuesday, 14 May 2019 (by 11:00).
A circular providing further information in respect of the cash dividend and share reinvestment
alternative will be sent to Redefine shareholders who are residents of South Africa on Monday,
6 May 2019. Copies of the circular may be obtained from the registered offices of Redefine,
Rosebank Towers, 19 Biermann Avenue, Rosebank, Johannesburg, 2196 during normal business
hours. The circular will also be available in electronic format on the company's website at
www.redefine.co.za.
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 2019
Circular and form of election sent to shareholders and announced on
SENS Monday, 6 May
Finalisation information including the share ratio and re-investment price
per share published on SENS Tuesday, 14 May
Last day to trade in order to participate in the election to receive shares
in terms of the share re-investment alternative or to receive a cash
dividend ("LDT") Tuesday, 21 May
Shares trade ex-dividend Wednesday, 22 May
Listing of maximum possible number of shares under the share re-
investment alternative Friday, 24 May
Last day to elect to receive shares in terms of the share re-investment
alternative or to receive a cash dividend (no late forms of election will be
accepted) at 12:00 (SA time) Friday, 24 May
Record date for the election to receive shares in terms of the share re-
investment alternative or to receive a cash dividend ("record date") Friday, 24 May
Announcement of results of cash dividend and share re-investment
alternative released on SENS Monday, 27 May
Cash dividend paid to certificated shareholders on or about Monday, 27 May
Accounts credited by CSDP or broker to dematerialised shareholders
with the cash dividend payment Monday, 27 May
Share certificates posted to certificated shareholders on or about Wednesday, 29 May
Accounts updated with the new shares (if applicable) by CSDP or broker
to dematerialised shareholders Wednesday, 29 May
Adjustment to shares listed on or about Friday, 31 May
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 rematerialized between Wednesday, 22 May 2019 and
Friday, 24 May 2019, both days inclusive.
3. The above dates and times are subject to change. Any changes will be released on SENS.
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 49.19 cents per share.
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.
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.
FOREIGN SHAREHOLDERS
The release, publication or distribution of this announcement and the circular and/or accompanying
documents and the right to elect 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 plan
have not been and will not be registered for the purposes of the election under the securities laws
of the United States, Australia, Canada, countries in the European Economic Area, Japan and Hong
Kong and accordingly are not being offered, sold, taken up, re-sold or delivered directly or indirectly
to recipients with registered addresses in such jurisdictions unless certain exemptions from the
requirements of those jurisdictions are applicable.
United States of America
The shares issued pursuant to the share re-investment alternative have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (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 applicable state and other securities
laws of the United States. There will be no public offer of the shares issued pursuant to the share
re-investment plan in the United States.
In addition, the company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended (the "Investment Company Act"), and related rules. The shares
are being offered and sold in offshore transactions in compliance with Regulation S of the U.S.
Securities Act ("Regulation S"). In the United States, only persons that are both "qualified
institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) ("QIBs") and "qualified
purchasers" (as defined under the Investment Company Act) ("QPs"), may elect the share
re-investment alternative pursuant to exemptions from the registration requirements of the U.S.
Securities Act. Any person in the United States acquiring 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, this
announcement and any other materials relating to the share re-investment alternative may not be
sent to any shareholder in, or with a registered address in, the United States.
If you are in any doubt as to what action to take, please consult your broker, CSDP, banker, legal
advisor, accountant or other professional advisor.
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.
6 May 2019
Corporate advisor and sponsor
Java Capital
Date: 06/05/2019 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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