Finalisation announcement in respect of an election to receive either a cash dividend or a scrip dividend

                                        INDUSTRIALS REIT LIMITED
                         (Registered in Guernsey with registration number 64865)
                                 LSE share code: MLI JSE share code: MLI
                                          ISIN: GG00BFWMR296
                                   ("Industrials REIT" or the "Company")

10 January 2023


Industrials REIT shareholders are referred to the circular (the "circular") and the announcement issued
on Thursday, 15 December 2022 in respect of an election to receive the interim dividend of 3.50 pence
per share (the "dividend") for the six months ended 30 September 2022, either as a cash dividend
(the "cash dividend") or as a scrip dividend (the "scrip dividend"). Shareholders are now advised that
the dividend will be paid entirely as a property income distribution ("PID"). The PID will be subject to
a deduction of a 20% United Kingdom ("UK") withholding tax unless exemptions apply.

(i) Shareholders receiving the dividend in cash:

South African ("SA") shareholders are advised that the exchange rate for the dividend will be
20.70000 ZAR to 1.00 GBP (the "exchange rate"), as obtained by the Company on Monday, 9 January
2023, resulting in a gross local dividend amount of 72.45000 ZAR cents per share. Accordingly,
shareholders who do not elect to receive new ordinary shares pursuant to the scrip dividend will be
paid a cash dividend per share as follows:

                                                                           UK Shareholders              SA Shareholders

PID                                                                            (GBP pence)                  (ZAR cents)

Gross amount of PID                                                                3.50000                     72.45000

Less 20% UK withholding tax*                                                       0.70000                     14.49000

Net PID dividend payable**                                                         2.80000                     57.96000

Less effective 5% SA dividends tax for SA Shareholders***                              n/a                      3.62250

Net PID dividend payable***                                                            n/a                     54.33750

* Certain categories of UK shareholders may apply for exemption, in which case the PID element will be paid gross of UK
withholding tax.
** Net position after deducting UK withholding tax for both UK and SA Shareholders, but before SA shareholders have
claimed back 5% from HMRC under the double tax agreement between the United Kingdom and South Africa in respect of
the UK withholding tax.
*** SA dividends tax applies to SA Shareholders who do not qualify for an exemption from SA dividends tax (SA tax resident
companies and certain exempt institutions are, amongst others, exempt from SA dividends tax) at the rate of 20%, reduced
by the UK withholding taxes suffered, which cannot be recovered from the UK (which is effectively 15%, after taking into
account the 5% refund which may be obtained from the UK).

(ii) Shareholders who elect to take shares:

The scrip dividend reference price for UK shareholders is 125.80000 pence ("scrip dividend reference
price"), being the average closing price of Industrials REIT shares traded on the London Stock Exchange
("LSE") over a period of five days as at Friday, 6 January 2023, less the dividend. The scrip dividend
reference price for SA shareholders is 26.04060 ZAR, being the scrip dividend reference price for UK
shareholders, converted to Rand at the exchange rate.

The number of new ordinary shares to be allocated to shareholders electing to participate in the scrip
dividend will be calculated by dividing the net value of the dividend otherwise receivable by a
shareholder by the scrip dividend reference price and rounding down to the nearest whole number.
As no fraction of a new share will be issued, any entitlement which results in a fractional share will be
rounded down to the nearest whole number, with a cash payment to be made to the relevant
shareholder in respect of the fraction ("cash payment").

In the case of shareholders on the SA register, such fractions of shares will be sold in the market on
behalf of the shareholders entitled to the fractions of shares and the cash payment in respect of the
fractions will be paid to those shareholders. The cash payment is calculated by multiplying the
fractional entitlement by the scrip dividend reference price. Shareholders are only entitled to the
proceeds for their fractional entitlements, which are sold on their behalf, equal to the amount of the
cash payment.

The cash payment will be made on the payment date, being Friday, 10 February 2023.

By way of illustration, a shareholder who holds 1,000 shares, and who elects to receive new ordinary
shares pursuant to the scrip dividend, will receive a number of new ordinary shares calculated as

                                                                          UK Shareholders               SA Shareholders

In respect of the PID

PID dividend net of UK withholding tax entitled to
(As per (i) above x 1,000):                                                     £28.00000                 579.60000 ZAR
Scrip dividend reference price                                                   £1.25800                  26.04060 ZAR
Calculated number of new shares to which                                         22.25755                      22.25755
shareholder is entitled
Actual number of new shares received                                                   22                            22
Gross Cash Balance (multiply fractional entitlement
by scrip dividend reference price)                                               £0.32400                   6.70676 ZAR
* A scrip dividend is not subject to SA dividends tax, therefore no SA dividends tax is deducted for SA Shareholders in this
instance, only UK withholding tax. SA shareholders may claim back 5% from HMRC under the double tax agreement
between the United Kingdom and South Africa in respect of the UK withholding tax


The salient dates and times announced on Thursday, 15 December 2022 remain unchanged.


The receipt of the cash dividend or electing to receive the scrip dividend may have tax implications for
With regards to shareholders on the SA register, the scrip dividend (including the cash payment
relating to fractions of shares) does not constitute a "foreign dividend" as defined in section 1(1) of
the South African Income Tax Act 58 of 1962 ("ITA") and accordingly does not give rise to any dividends
tax. However, the shares issued in terms of the scrip dividend are deemed to be acquired at a base
cost or tax cost of nil in terms of section 40C of the ITA. As the cash payment relating to fractions of
shares arises pursuant to the disposal of shares on behalf of shareholders, such cash payment must
be disclosed by South African shareholders in their tax returns as proceeds for capital gains tax
purposes, or gross income, (depending on whether the shareholder holds his/her shares on income
or capital account) in relation to the disposal of shares which have no base cost or tax cost.

Shareholders are also 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 section 6 of the circular. Shareholders are advised to obtain appropriate
advice from their professional advisors regarding the tax consequences of the cash dividend, scrip
dividend and cash payment.

For further information:

Industrials REIT Limited                                                          44(0)20 3918 6600
Paul Arenson (
Julian Carey (
James Beaumont (

Numis Securities Limited (Financial Adviser)                                      44(0)20 7260 1000
Hugh Jonathan
Vicki Paine

FTI Consulting (PR Adviser)                                                       44(0)20 3727 1000
Richard Sunderland
Richard Gotla
Neel Bose

Java Capital                                                                       27 (0)11 722 3050
(JSE Sponsor)

About Industrials REIT:

Industrials REIT is a UK REIT with a primary listing on the London Stock Exchange and a secondary
listing on the Johannesburg Stock Exchange. The objective of the Company is to deliver a combination
of sustainable growing income and growth in value to its investors. Industrials REIT focuses on owning
and operating a diversified portfolio of UK purpose built multi-let industrial (MLI) estates across the
UK. The Company aspires to be the leading MLI business in the UK. For further information, go to

Date: 10-01-2023 10:00:00
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