Notice to Stenprop shareholders in respect of an election to receive either a cash dividend or a scrip dividend
STENPROP LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: STP JSE share code: STP
ISIN: GG00BFWMR296
("Stenprop" or the "Company")
NOTICE TO STENPROP SHAREHOLDERS IN RESPECT OF AN ELECTION TO RECEIVE EITHER A CASH DIVIDEND OR A SCRIP DIVIDEND
20 December 2018
CASH DIVIDEND OR SCRIP DIVIDEND
On Thursday, 22 November 2018 it was announced that the board of directors of the Company (the "board" had approved and
declared an interim dividend of 3.375 pence per share (the "dividend") in respect of the six months ended 30 September 2018.
It was further announced that the board intended to offer shareholders the option to receive in respect of all or a part of
their Stenprop shareholding either a scrip dividend by way of an issue of new Stenprop shares (of the same class as existing shares)
credited as fully paid up ("scrip dividend"), or a cash dividend ("cash dividend"). The cash dividend will be paid to shareholders
unless shareholders elect to receive the scrip dividend.
A circular in respect of the election being offered to Stenprop shareholders to receive either the cash dividend or the scrip dividend,
together with an election form (the "circular"), will be posted to shareholders today. All the terms defined in the circular shall bear
the same meaning in this announcement and any subsequent announcements relating to the dividend.
Should a shareholder validly elect to receive the scrip dividend in lieu of cash for all or part of his Stenprop shareholding, such
shareholder will become entitled to a number of new Stenprop shares which value will be as near as possible to the cash dividend
such shareholder would have otherwise received in respect of the elected shares. A shareholder’s entitlement to new Stenprop
shares will be calculated by multiplying the number of elected shares held by that shareholder at the record date by the dividend of
3.375 pence per share (converted to Rand at the Sterling exchange rate for Stenprop shares on the SA share register) and dividing
it by the scrip dividend reference price. The scrip dividend reference price will be the average closing price of Stenprop shares traded
on the London Stock Exchange ("LSE") over a period of five days less the amount of the cash dividend and will be announced on
Tuesday, 8 January 2019.
Given the Company's share price, which is at a discount relative to net asset value, the board intends to match the scrip dividend
through the buyback of shares to mitigate the dilutive effect that would otherwise occur through the issuance of new Stenprop
shares.
Stenprop converted to a UK REIT on 1 May 2018. The Company may distribute dividends to shareholders either in the form of a
property income distribution ("PID") or as an ordinary dividend ("non-PID"). Both the cash dividend and new Stenprop shares
received in lieu of a cash dividend under the scrip dividend may be paid as PID, a non-PID or a mixture of the two. The Company will
indicate whether the dividend will be paid as a PID, a non-PID or a mixture of the two along with the scrip reference price on Tuesday,
8 January 2019. The Rand to Sterling conversion rate will also be announced on Tuesday, 8 January 2019.
The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in Stenprop.
The cash dividend is a foreign dividend (to be paid out of the United Kingdom) and will be paid out of the Company's profits. The
new Stenprop shares to be issued pursuant to the scrip dividend will also be funded from the Company’s profits.
The Sterling to Rand conversion rate will be determined on Monday, 7 January 2019 and announced on SENS on Tuesday, 8 January 2019.
As at the date of this announcement, the Company had 294,409,594 ordinary shares in issue with a par value of EUR0.000001258
each.
Electronic copies of the circular may be obtained from the company secretary by sending a request to Sarah.Bellilchi@stenprop.com.
Hard copies of the circular may be obtained during business hours from the registered address of the Company from Thursday, 20
December 2018 to Friday, 18 January 2019. The circular will also be available on the website of the Company (www.stenprop.com)
from Thursday, 20 December 2018.
IMPORTANT DATES AND TIMES
For shareholders on the South African share register:
2018
Date on which shareholders must be recorded on the SA share register to receive the circular Friday, 14 December
Posting of the circular and announcement on SENS (declaration announcement) Thursday, 20 December
2019
Announcement of scrip dividend reference price, Sterling to Rand conversion rates, cash payment
applicable to fractional entitlement and whether the dividend will be paid as a PID, a non-PID or a
mixture of the two released on SENS (finalisation announcement) before 11:00 (SAST) on Tuesday, 8 January
Last day to trade on the JSE in order to be eligible for the cash dividend or alternatively the scrip
dividend Tuesday, 15 January
Shares commence trading ex the cash dividend or scrip dividend on the JSE Wednesday, 16 January
Record date for shareholders recorded on the SA share register Friday, 18 January
Last day to elect to receive the scrip dividend instead of the cash dividend. Forms of election to
reach the transfer secretaries by no later than 12:00 (SAST) on Friday, 18 January
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts credited/updated Friday, 8 February
Announcement on SENS of the amount of new Stenprop shares issued Friday, 8 February
Listing and trading of new shares on the JSE commences Friday, 8 February
Notes:
1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change.
Any changes will be released on SENS.
2. Stenprop shareholders are referred to page 4 of the circular for information on the action required to be taken by them.
3. Shareholders should note that new Stenprop shares should not be traded until the new Stenprop shares are issued or
reflect in their accounts with their CSDP or broker on Friday, 8 February 2019.
4. Share certificates may not be dematerialised or rematerialised between Wednesday, 16 January 2019 and Friday, 18 January
2019, both days inclusive.
5. No transfers of shares may take place between the registers in South Africa and Guernsey between Tuesday, 8 January
2019 and Friday, 18 January2019 both days inclusive.
6. Shareholders on the SA share register who do not elect to receive a scrip dividend will receive a cash dividend in South African
Rand, based on the exchange rate to be obtained by the Company on Monday, 7 January 2019. An announcement in this
respect will be made on Tuesday, 8 January 2019.
For shareholders on the Guernsey share register:
2018
Date on which shareholders must be recorded on the Guernsey share register to receive the
circular Friday, 14 December
Posting of the circular and announcement on RNS (declaration announcement) Thursday, 20 December
2019
Announcement of scrip dividend reference price, Sterling to Rand conversion rates, cash payment
applicable to fractional entitlement and whether the dividend will be paid as a PID, a non-PID or a
mixture of the two released via RNS (finalisation announcement) before 9:00 (GMT) on Tuesday, 8 January
Last day to trade on the LSE in order to be eligible for the cash dividend or alternatively the scrip
dividend Wednesday, 16 January
Shares commence trading ex the cash dividend or scrip dividend on the LSE Thursday, 17 January
Record date for shareholders recorded on the Guernsey share register Friday, 18 January
Closing date for receipt of completed election forms/Dividend Election Input Message via CREST
by no later than 12:00 noon (GMT) on Monday, 21 January
Payment of cash dividend, CREST accounts credited/updated Friday, 8 February
Announcement via RNS of the amount of new Stenprop shares issued Friday, 8 February
Listing and trading of new shares on the LSE commences Friday, 8 February
Notes:
1. Unless stated otherwise, all dates and times quoted above are local dates and times in Guernsey. The above dates and times
are subject to change. Any changes will be announced via RNS.
2. Stenprop shareholders are referred to page 4 of the circular for information on the action required to be taken by them.
3. Shareholders should note that new Stenprop shares should not be traded until the new Stenprop shares reflect in their
CREST accounts on Friday, 8 February 2019.
4. Share certificates may not be dematerialised or rematerialised between Wednesday, 16 January 2019 and Friday, 18 January 2019,
both days inclusive.
5. No transfers of shares may take place between the registers in South Africa and Guernsey between Tuesday, 8 January 2019 and
Friday, 18 January2019 both days inclusive.
6. Shareholders on the Guernsey share register who do not elect to receive a scrip dividend will receive a cash dividend in
Sterling on or about Friday, 8 February 2019.
TAX IMPLICATIONS
The receipt of the cash dividend or electing to receive the scrip dividend may have tax implications for shareholders. Shareholders
are referred to the general summary of certain limited aspects of the taxation treatment of distributions paid by the Company for
SA resident shareholders and UK resident shareholders included in paragraph 6 of the circular. Shareholders are advised to obtain
appropriate advice from their professional advisors regarding the tax consequences of the cash dividend and the scrip dividend.
For further information:
Stenprop Limited 44(0)20 3918 6600
Paul Arenson
Patsy Watson
Julian Carey
Numis Securities Limited (Financial Adviser) 44(0)20 7260 1000
Hugh Jonathan
Vicki Paine
Tavistock (PR Adviser) 44(0)20 7920 3150
James Whitmore
James Verstringhe
Kirsty Allan
Instinctif Partners (SA Investor Relations and PR Adviser) 27 (0)11 447 3030
Keagile Makgoba
Java Capital Trustees and Sponsors Proprietary Limited 27 (0)11 722 3050
(JSE Sponsor)
About Stenprop:
Stenprop is a Guernsey-registered UK REIT. The objective of the Company is to deliver sustainable growing income to its investors.
Stenprop’s investment policy is to invest in a diversified portfolio of UK multi-let industrial (MLI) properties with the strategic goal
of becoming the leading MLI business in the UK. For further information, go to www.stenprop.com.
Date: 20/12/2018 05:00:00 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.