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Declaration of a final dividend
OCTODEC INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1956/002868/06)
JSE share code: OCT ISIN: ZAE000192258
(Approved as a REIT by the JSE)
("Octodec" or "the Company")
DECLARATION IN RESPECT OF A FINAL DIVIDEND
Shareholders are referred to the Company's integrated report released on Tuesday, 15 December 2020, wherein the
Company confirmed that it had deferred its decision regarding the declaration of its final dividend for the 2020 financial
year ("FY2020") until February 2021, and that the Company would no longer pay out 100% of its distributable profit
(as defined in the JSE Listings Requirements) but instead would pay at least the minimum distribution requirement of
75% of its distributable profit for the 2020 financial year in order to retain its REIT status.
Octodec is a listed REIT and as per S13.47(a) of the JSE Listings Requirements, a REIT issuer is required to distribute
at least 75% of its total distributable profits as a distribution to the holders of its listed securities by no later than
four months after its financial year end, subject to the solvency and liquidity test (the "S&L test") as defined in the
Companies Act, No. 71 of 2008, as amended (the "Companies Act") and applied in section 46 of the Companies Act
(the "minimum distribution requirement").
Read together with the notice issued by the Financial Services Conduct Authority on 26 June 2020, the Company has
until 28 February 2021 to comply with the minimum distribution requirement.
The minimum distribution requirement is a function of the company's gross income, less deductions and allowances
that are permitted to be deducted by a REIT in terms of the Income Tax Act.
The Octodec board has declared a final dividend of 100.00000 cents per share for FY2020, which dividend is in excess
of the minimum distribution requirement.
In reaching its decision on the quantum of the final dividend, the board gave careful consideration to the following:
- application of the S&L test including the impact of the ongoing COVID-19 pandemic on Octodec's business;
- the company's objective of maintaining its REIT status; and
- protection of Octodec's balance sheet and liquidity position, including any impact on interest rate cover and
loan-to-value ratios.
Having regard to the available assessed tax losses in the group, Octodec's 31 August 2020 annual financial statements
did not require any provision for any tax liability as a consequence of Octodec complying with the minimum
distribution requirement and accordingly no adjustments are anticipated.
The salient dates relating to the final dividend are as follows:
2021
Last day to trade cum dividend Tuesday, 16 February
Shares trade ex dividend Wednesday, 17 February
Record date Friday, 19 February
Payment date Monday, 22 February
Share certificates may not be dematerialised or rematerialised between Wednesday, 17 February 2021 and Friday,
19 February 2021, both days inclusive.
In accordance with Octodec's status as a REIT, shareholders are advised that the final dividend of 100.00000 cents per
share meets the requirements of a "qualifying distribution" for the purposes of section 25BB of the Income Tax Act,
No. 58 of 1962 (the "Income Tax Act") with the result that:
- dividends received by South African resident Octodec shareholders must be included in the gross income of such
shareholders (as a non-exempt dividend in terms of section 10(1)(k)(i)(aa) of the Income Tax Act), with the effect
that the dividends are taxable as income in the hands of the Octodec shareholder. These dividends are, however,
exempt from dividends withholding tax, provided that the South African resident shareholders provided the
following forms to their Central Securities Depository Participant ("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.
- dividends received by non-resident Octodec 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. It should be noted that dividends received by non-residents are subject to dividends withholding
tax at a rate of 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
80.00000 cents per share. A reduced dividend withholding rate in terms of the applicable DTA, may only be relied
upon if the non-resident holder 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 holders 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 further advised that:
- the issued capital of Octodec at the date of declaration of the final dividend is 266 197 535 shares of no par value;
and
- Octodec's tax reference number is 9925/033/71/5.
2 February 2021
Sponsor
Java Capital
Date: 02-02-2021 03:51:00
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