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RedefIntl release announcement
RedefIntl linked unitholders were referred to the circular dated 19 September 2013 ("the circular") relating to, inter alia, the unbundling by RIN of its sole asset, being a 61.8% holding in Redefine International PLC ("RI PLC") ("the unbundling"), following the inward listing of RI PLC on the JSE and the subsequent de-listing of RedefIntl from the JSE and the winding up of RedefIntl.
The directors of RIN have declared an interest distribution for the six month period ended 31 August 2013 (the "August distribution") in an amount of 26.11 ZAR cents per RedefIntl linked unit and a special distribution for the period 1 September 2013 to 28 October 2013 (the "special distribution") in an amount of 8.52 ZAR cents per RedefIntl linked unit. Neither the August distribution nor the special distribution will be settled in cash. Instead, both distributions will give rise to loan accounts (the "distribution loans") that will be settled by the in specie distribution of the RI PLC shares in terms of the unbundling. The August distribution has been determined based on RI PLC's second interim dividend for the six months ended 31 August 2013 of 1.635 pence per RI PLC share and the September distribution has been determined on a basis which assumes that the trading conditions for the six months ended 31 August 2013 remain unchanged for the period to which the distribution relates. Both the August distribution and the special distribution have been translated from pounds sterling to South African rands using an exchange rate of GBP1.00/R15.9684.
As set out in the circular, the distribution by RedefIntl to give effect to the unbundling will take the following form:
- an in specie repayment of the distribution loan in an amount of 34.63 ZAR cents per RedefIntl linked unit arising from the declaration of the August distribution and the special distribution;
- an in specie repayment of the debenture capital in terms of the debenture trust deed in an amount of R5.00 per RedefIntl linked unit, equivalent to the face value of the RedefIntl debentures;
- a return of RedefIntl's contributed tax capital in an amount of 181.93 ZAR cents per RedefIntl linked unit; and
- a dividend in specie in an amount of 57.92 ZAR cents per RedefIntl linked unit.
In respect of the dividend in specie RedefIntl's advice is that any dividends tax which is payable on the dividend in specie is, in terms of the Income Tax Act of South Africa, 1962, a liability of the company and not of the company's linked unitholders. The following additional information in relation to the dividend in specie is disclosed in terms of the JSE Listings Requirements regarding dividends tax:
- The local dividend tax rate is 15%.
- The company does not have any secondary tax on companies (STC) credits available for set-off against the dividend tax liability.
- The gross local dividend amount for unitholders exempt from paying dividends tax and the net local dividend amount for unitholders liable to pay dividends tax is 57.92 ZAR cents per share given that this is a liability of RedefIntl and not of those unitholders liable to pay dividends tax.
The above amounts have been calculated based on the closing price of the RI PLC shares of 48.50 pence on the London Stock Exchange on 30 October 2013 and an exchange rate of GBP1.00/R15.9684.
In order to facilitate the implementation of the unbundling the RI PLC shares were transferred to a warehousing entity on a loan account that was ceded to RI Nominees, on behalf of the RedefIntl linked unitholders and settled by the delivery of the RI PLC shares to RI Nominees for on delivery to the RIN linked unitholders in accordance with the timetable set out in the circular. A summary of the potential South African taxation considerations of the unbundling for holders of RedefIntl linked units is set out in paragraph 3.6 of the circular. RedefIntl linked unitholders are, however, advised in all circumstances to seek their own advice regarding taxation.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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