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Announcement of Dividend Reinvestment Price and Confirmation of Finalisation Information
SPEAR REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2015/407237/06)
Share code: SEA
ISIN: ZAE000228995
LEI: 378900F76170CCB33C50
Approved as a REIT by the JSE
("Spear" or "the Company")
ANNOUNCEMENT OF DIVIDEND REINVESTMENT PRICE AND CONFIRMATION OF FINALISATION
INFORMATION
1. DIVIDEND REINVESTMENT PRICE
We refer to the announcement published on SENS on Monday, 18 May 2026 ("Declaration
Announcement") declaring a gross final dividend of 44.57400 cents per share ("Cash Dividend") from
income reserves in respect of the six months ended 28 February 2026, payable to shareholders registered
as such at the close of business on Friday, 5 June 2026 ("Record Date"), with an election to reinvest the
Cash Dividend, in return for Spear ordinary shares ("Shares") ("Dividend Reinvestment Alternative") as
further detailed in the circular to shareholders, issued on Monday, 18 May 2026 ("Circular").
Copies of this Circular are available at the Company's registered office and from the offices of the Company's
Sponsor, PSG Capital, or electronic copies can be requested for viewing by emailing the Company Secretary
at Rene@spearprop.co.za, during normal business hours from Monday, 18 May 2026 until Friday,
5 June 2026 and on the Company's website at www.spearprop.co.za.
Shareholders are advised that the price per Share, as determined on Tuesday, 26 May 2026 ("Finalisation
Date"), applicable to shareholders electing the Dividend Reinvestment Alternative and recorded in the
register on the Record Date, is 1 300.42600 cents per Share ("Reinvestment Price"). The Reinvestment
Price represents a 0.65% premium to the 30-day volume weighted average traded price (excluding the Cash
Dividend) on Monday, 25 May 2026.
The ratio in respect of the Dividend Reinvestment Alternative is 3.42765 Shares for every 100 Shares held
on the Record Date by South African resident shareholders exempt from dividend withholding tax and
2.74212 Shares for every 100 Shares held on the Record Date by non-resident shareholders subject to
dividend withholding tax at 20%.
By electing the Dividend Reinvestment Alternative, shareholders will be able to increase their shareholding
in Spear without incurring dealing costs. In turn, and in line with Spear's stated strategy to reduce its Loan-
to-Value (LTV), the reinvested funds will be deployed to reduce existing debt.
Fractions
Trading in the electronic Strate environment does not permit fractions and fractional entitlements in respect
of Shares. Accordingly, should a shareholder's reinvestment in new Shares, calculated in accordance with
the ratio to be announced in the finalisation announcement, give rise to a fraction of a new Share, such
fraction will be rounded down to the nearest whole number, resulting in the allocation of whole Shares and
a payment to the shareholder in respect of the remaining cash amount due to that shareholder under the
dividend. Certificated shareholders whose bank account details are not held by the Transfer Secretaries,
are requested to provide such details to the Transfer Secretaries to enable payment of the fraction due to
the shareholder in respect of the Dividend Reinvestment Alternative. Should no details be on record, the
funds will be held by the Company until such time as the details have been provided and the cash fraction
will be paid to the shareholder upon its request.
Where a shareholder's entitlement to the Shares in relation to the Dividend Reinvestment Alternative,
calculated with reference to the above share ratio, gives rise to an entitlement to a fraction of a new Share,
the number of Shares to be issued will be rounded down to the nearest whole number, with the cash balance
of the dividend being retained by the shareholder.
2. SALIENT DATES
Please see below the salient dates and times relating to the Cash Dividend and Dividend Reinvestment
Alternative, as disclosed in the Declaration Announcement and Circular (which remain unchanged):
SALIENT DATES AND TIMES 2026
Declaration Date Monday, 18 May
Circular and form of election posted to shareholders Monday, 18 May
Finalisation Announcement containing the Dividend Reinvestment Alternative Tuesday, 26 May
issue price, ratio and finalisation information on SENS, by 11:00
Last day to trade cum Dividend Reinvestment Alternative and Cash Dividend Tuesday, 2 June
("LDT")
Trading commences ex Dividend Reinvestment Alternative and Cash Dividend Wednesday, 3 June
Record Date Friday, 5 June
Listing of maximum possible number of Shares to be issued under the Dividend Friday, 5 June
Reinvestment Alternative
Offer closes. Last day to elect to receive the Dividend Reinvestment Alternative Friday, 5 June
by 12:00 on
Electronic payment and CSDP/broker accounts updated in respect of Cash Monday, 8 June
Dividend on
Announcement of the results of the Dividend Reinvestment Alternative and Cash Monday, 8 June
Dividend on SENS
Share certificates posted and CSDP/broker accounts updated in respect of the Wednesday, 10 June
Dividend Reinvestment Alternative on
Adjustment of number of new Shares listed on or about Friday, 12 June
Notes:
1. Shareholders electing the Dividend Reinvestment Alternative, should note that settlement of the Shares
will occur three business days after the Record Date, which differs from the conventional one business
day after the record date settlement process.
2. Shares may not be dematerialised or rematerialised between Wednesday, 3 June 2026 and Friday,
5 June 2026, both days inclusive.
3. The above dates and times are subject to change. Any changes will be announced on SENS.
4. All times quoted in this announcement are South African times.
3. OTHER INFORMATION
The Cash Dividend amount, net of South African dividend withholding tax of 20%, is 35.65920 cents per
Share for those shareholders who are not exempt from dividend withholding tax or are not entitled to a
reduced rate in terms of the applicable double-tax agreement.
The number of ordinary shares in issue at the Declaration Date is 509 312 701 and the income tax number
of the Company is 9068437236.
4. TAX IMPLICATIONS
In accordance with Spear's status as a Real Estate Investment Trust ("REIT"), shareholders are advised
that the dividend meets the requirements of a "qualifying distribution" for the purposes of section 25BB of
the Income Tax Act, No. 58 of 1962, as amended ("Income Tax Act").
South African tax residents
Qualifying distributions received by shareholders who are South African tax residents 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 qualifying distribution is taxable as income in the hands of the
shareholder. Given the fact that the qualifying distributions are taxable they are exempt from dividend
withholding tax ("DWT") in terms of section 64F(1)(l) of the Income Tax Act.
Non-resident Shareholders
Qualifying distributions received by non-resident shareholders will not be taxable as income and will instead
be treated as ordinary dividends which are exempt in terms of the usual dividend exemptions per section
10(1)(k)(i)(aa) of the Income Tax Act. Any qualifying distribution received by a non-resident from a REIT will
be subject to DWT at a rate of 20% in terms of section 64D of the Income Tax Act, 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 DWT will be withheld at a rate of 20%, the net
amount due to non-resident shareholders will be 35.65920 cents per Share. A reduced DWT 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 the uncertificated Shares, or to the Transfer
Secretaries, in respect of certificated Shares (as detailed in the Circular):
a) a declaration that the dividend 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 Transfer Secretaries, as the case may be,
should the circumstances affecting the reduced rate change or the beneficial owner ceases to be the
beneficial owner,
both in the form prescribed by SARS. Non-resident shareholders are advised to contact their CSDP or broker
or the Transfer Secretaries, as the case may be, to arrange for the abovementioned documents to be
submitted (as detailed in the Circular) prior to payment of the distribution if such documents have not already
been submitted, if applicable.
Example of impact of DWT on Shareholders
The impact of DWT on shareholders has been illustrated by way of the example below:
South African resident Non-resident
shareholders exempt shareholder subject to
from DWT DWT at 20%
Dividend per Share (cents) 44.57400 44.57400
DWT per Share (cents) - (8.91480)
Total net Cash Dividend per Share (cents) 44.57400 35.65920
Reinvestment Price per Share (cents) 1 300.42600 1 300.42600
Assuming a shareholding of 100 Shares
Total Cash Dividend entitlement amount 4 457.40000 3 565.92000
Total entitlement divided by Reinvestment Price 3.42765 2.74212
Number of Shares issued 1 3.00 2.00
Fractional entitlement paid in cash (cents) 556.1220 965.0680
Notes
1. Rounded down to exclude fractional entitlement.
Due to the fact that the Cash Dividend or Dividend Reinvestment Alternative may have tax implications for
resident and non-resident shareholders, shareholders are encouraged to consult their professional advisors
should they be in any doubt as to the appropriate action to take. The summary above does not constitute
tax advice as the Cash Dividend may also be treated differently in the country of residence of the
shareholder.
5. FOREIGN SHAREHOLDERS
Shareholders that are registered in a jurisdiction outside of South Africa, or who are resident, domiciled or
located in, or who are citizens of, a jurisdiction other than South Africa ("Foreign Shareholders") should
note that the distribution of the Circular and/or accompanying documents and the right to elect the Dividend
Reinvestment Alternative in jurisdictions other than South Africa may be restricted by law and a failure to
comply with any of these restrictions may constitute a violation of the securities laws of any such jurisdictions.
The Shares have not been and will not be registered for the purposes of the Dividend Reinvestment
Alternative under the securities laws of the United Kingdom, European Economic Area or EEA, Canada,
United States of America, Japan or Australia and accordingly are not being offered, sold, taken up, re-sold
or delivered directly or indirectly to recipients with registered addresses in such jurisdictions, unless certain
exemptions from those jurisdictions are applicable. In addition, the right to the Dividend Reinvestment
Alternative is not being offered, directly or indirectly, in any jurisdictions where such reinvestment is restricted
by law. Foreign Shareholders should consult their own professional advisors to determine whether any
governmental or other consents are required or other formalities need to be observed to allow them to take
up the Dividend Reinvestment Alternative. To the extent that Foreign Shareholders are not entitled to take
up the Dividend Reinvestment Alternative, as a result of the aforementioned restrictions, such Foreign
Shareholders should not elect the Dividend Reinvestment Alternative.
Cape Town
26 May 2026
Sponsor
PSG Capital
Date: 26-05-2026 11:00:00
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