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Distribution for the quarter ended 31 December 2015 - Salient dates and tax treatment
ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)
JSE share code: AWA ISIN: ZAE000203105
JSE share code: AWB ISIN: ZAE000203113
(Approved as a REIT by the JSE)
(“Arrowhead” or “the company”)
DISTRIBUTION FOR THE QUARTER ENDED 31 DECEMBER 2015 - SALIENT DATES AND TAX
TREATMENT
Shareholders are referred to the announcement released on SENS on 10 February 2016, wherein they were advised that
the restructure of Arrowhead’s share capital to comprise a single class of ordinary share (“share capital restructure”)
has become unconditional in accordance with its terms and will be implemented on and with effect from Monday,
29 February 2016. In terms of the share capital restructure, the company’s memorandum of incorporation was amended
in order to effect the conversion of each B share into an A share, with each A share then being reclassified as an ordinary
share.
On this basis, the board of directors has approved and notice is hereby given of a cash distribution (distribution
number 17) of 20.03000 cents per ordinary share for the quarter ended 31 December 2015 (the “distribution”), in
accordance with the salient dates set out below. As the share capital restructure will be implemented prior to the record
date for receipt of the distribution set out below, and notwithstanding that the company has an A and B share capital
structure as at the date of this announcement, the right of shareholders to the net income distribution for the quarter ended
31 December 2015 has been determined with reference to the terms of the company’s new memorandum of incorporation,
which was approved and adopted pursuant to the share capital restructure and which contemplates a single class of
ordinary share. It is recorded that prior to the share capital restructure, the distribution would have equated to 20.03000
cents per A share and 20.03000 cents per B share.
2016
Last date to trade cum distribution Friday, 4 March
Shares trade ex distribution Monday, 7 March
Record date for receipt of the distribution Friday, 11 March
Payment date Monday, 14 March
Share certificates may not be dematerialised or rematerialised between Monday, 7 March 2016 and Friday, 11 March 2016.
TAX TREATMENT OF DISTRIBUTION
In accordance with Arrowhead’s status as a REIT, shareholders are advised that the distribution meets the requirements of
a “qualifying distribution” for the purposes of section 25BB of the Income Tax Act, No. 58 of 1962 (“Income Tax Act”).
The distribution will be deemed to be a dividend, for South African tax purposes, in terms of section 25BB of the Income
Tax Act.
Distributions received by or accrued to South African tax residents must be included in the gross income of such
shareholders and will not be exempt from income tax (in terms of the exclusion to the general dividend exemption,
contained in paragraph (aa) of section 10(1)(k)(i) of the Income Tax Act) because they are dividends distributed by a
REIT. These distributions are, however, exempt from dividend withholding tax in the hands of South African tax resident
shareholders, provided that the South African resident shareholders provide 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) a declaration that the distribution is exempt from dividends tax; and
b) 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 distribution, if such documents have not already been submitted.
Distributions received by non-resident shareholders will not be taxable as income and instead will be treated as dividends
which are exempt from income tax in terms of the general dividend exemption in section 10(1)(k)(i) of the Income Tax
Act. It should be noted that up to 31 December 2013 distributions received by non-residents from a REIT were not subject
to dividend withholding tax. From 1 January 2014, any distribution received by a non-resident from a REIT is subject to
dividend withholding tax at 15%, 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 dividend
withholding tax will be withheld at a rate of 15%, the net distribution amount due to non-resident shareholders is
17.02550 cents per ordinary share. A reduced dividend withholding rate in terms of the applicable DTA, may only be
relied on if the non-resident shareholder 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) a declaration that the distribution is subject to a reduced rate as a result of the application of a DTA; and
b) 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 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 distribution if such documents have not already been submitted, if applicable.
A ordinary shares in issue at the date of declaration of this distribution: 468 732 268
B ordinary shares in issue at the date of declaration of this distribution: 468 732 268
Ordinary shares in issue following implementation of the share capital restructure: 937 464 536
Arrowhead’s income tax reference number: 9779/439/15/8
17 February 2016
Sponsor
Java Capital
Date: 17/02/2016 01:44:00 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
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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,
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