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Dividend declaration, availability of capitalisation issue circular and finalisation information in respect of the capitalisation issue
FORTRESS REAL ESTATE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share code: FFB
ISIN: ZAE000248506
Bond company code: FORI
LEI: 378900FE98E30F24D975
(“Fortress” or the “Company”)
DIVIDEND DECLARATION, AVAILABILITY OF CAPITALISATION ISSUE CIRCULAR AND FINALISATION INFORMATION IN RESPECT OF THE CAPITALISATION ISSUE
Shareholders are referred to the consolidated audited annual financial results of the Company for the year ended
30 June 2026 released on SENS on Thursday, 3 September 2026, wherein Fortress advised that its board of
directors had resolved to declare a final gross cash dividend of 90.91000 cents per Fortress B share.
Shareholders are advised that the Company is offering them the opportunity to receive the dividend as a cash
dividend of 90.91000 cents per Fortress B share (the “cash dividend”), or for eligible Fortress B shareholders to
elect to receive a distribution of new fully paid-up Fortress B shares (the “capitalisation shares”) in lieu of the
cash dividend (the “capitalisation issue”). Eligible Fortress B shareholders can elect to receive the dividend as a
part cash distribution and part capitalisation shares.
The rationale for the capitalisation issue is to afford eligible Fortress B shareholders the opportunity to increase
their investment in Fortress, whilst providing flexibility for those Fortress B shareholders who would prefer to
receive the cash dividend. The capital retained by Fortress will be utilised, in part, to fund the development pipeline
which currently stands at approximately R5.0 billion.
Both the cash dividend and the capitalisation issue will be funded from the Company’s income reserves. The
capitalisation shares, upon their issue, will rank pari passu with the other Fortress B shares then in issue.
A circular to Fortress B shareholders in respect of the election to receive either the cash dividend or the
capitalisation shares, together with a form of election, will be distributed to shareholders today, Thursday,
17 September 2026 (the “circular”). Copies of the circular may be obtained from the registered office of the
Company from Thursday, 17 September 2026 until Friday, 16 October 2026. The circular will also be available on
the Company’s website at the link below from Thursday, 17 September 2026:
https://fortressfund.co.za/financials/view-
pdf?id=Circular%20to%20FFB%20shareholders%20in%20respect%20of%20the%20election%20to%20receive
%20the%20cash%20dividend%20or%20capitalisation%20shares%20(Sep2026)
Shareholders who do not elect to receive the capitalisation shares will receive the cash dividend by default. Eligible
Fortress B shareholders who elect to receive the capitalisation shares for all or a part of their shareholding will
receive fully paid-up new Fortress B shares of no par value.
Finalisation information in respect of the capitalisation issue
A capitalisation share will be priced at 2 400.00000 cents (R24.00) per Fortress B share (the “reference price”).
The number of capitalisation shares to which each shareholder will be entitled pursuant to the capitalisation issue
will be determined by reference to such shareholder’s shareholding in Fortress on Friday, 16 October 2026 (the
“record date”) in relation to the ratio that 90.91000 cents bears to the reference price.
Shareholders are accordingly advised that the ratio in respect of the capitalisation issue is 3.78792 shares for every
100 Fortress B shares held on the record date (the “ratio”) by an eligible Fortress B shareholder that elects the
capitalisation issue. The ratio is calculated as follows:
Fortress B share ratio = 100 x 90.91000 cents
2 400.00000 cents
= 3.78792
Based on the calculation above, an eligible Fortress B shareholder that holds 100 Fortress B shares at the close of
business on the record date and elects to receive the capitalisation shares for their entire Fortress B shareholding
will be entitled to receive 3 capitalisation shares after applying the rounding principle set out below.
Based on the number of Fortress B shares in issue at the date of the circular, if all eligible shareholders were to
elect to receive the capitalisation shares, the maximum number of capitalisation shares to be issued would amount
to 48 485 624 new Fortress B shares. Based on the number of Fortress B shares in issue at the date of the circular,
if no Fortress B shareholders elected to receive the capitalisation shares, the total value of the cash dividend will
amount to R1 163 653 964.61.
Fractions
The allocation of new Fortress B shares will be such that any eligible Fortress B shareholders electing to receive
capitalisation shares will not be allocated a fraction of a new Fortress B share. Accordingly, where a shareholder’s
entitlement to capitalisation shares in relation to the capitalisation issue calculated in accordance with the ratio
gives rise to an entitlement to a fraction of a new Fortress B share, such entitlement to receive a fraction of a
Fortress B share will be rounded down to the nearest whole number, resulting in only whole capitalisation shares
being allocated, with a cash payment being made in respect of the fraction. The cash payment in respect of the
fraction will be determined with reference to the volume weighted average price of a Fortress B share on the JSE
on Wednesday, 14 October 2026, discounted by 10%, which amount will be announced on SENS by later than
11:00am on Thursday, 15 October 2026.
Salient dates and times
2026
Audited consolidated annual results for the year ended 30 June 2026 released on
SENS on Thursday, 3 September
Circular and form of election distributed to shareholders and published on the
company’s website on Thursday, 17 September
Declaration announcement and finalisation information relating to the cash
dividend and the capitalisation issue released on SENS Thursday, 17 September
Last day to trade in order to be eligible for the cash dividend, or alternatively, the
capitalisation issue, or a combination thereof Tuesday, 13 October
Listing of new Fortress B shares and entitlements to trade new Fortress B shares
from the commencement of business on Wednesday, 14 October
Fortress B shares trade “ex” the cash dividend / capitalisation issue on Wednesday, 14 October
Cash payment amount for purposes of fractions announced on SENS by 11:00am
on Thursday, 15 October
Last day to elect capitalisation issue in lieu of cash dividend. Forms of election to
reach the transfer secretaries by 12:00pm on Friday, 16 October
Record date for the cash dividend and to determine participation in the
capitalisation issue Friday, 16 October
Issue of new securities and CSDP or broker accounts credited with the cash
dividend payment (if applicable) Monday, 19 October
Publication of results announcement, including details of securities issued to
directors, prescribed officers and/or the company secretary Monday, 19 October
Listing of Fortress B shares adjusted at the commencement of business on Thursday, 22 October
Notes:
1. All times are local times in South Africa and may be changed by Fortress (subject to the approval of the JSE).
2. Fortress B shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate
Limited, settlement of trades takes place three business days after such trades. Therefore, Fortress B shareholders who acquire
Fortress B shares after close of trade on Tuesday, 13 October 2026 will not be eligible to participate in the cash dividend or
capitalisation issue.
3. In order to be recorded in the register on the record date, no dematerialisation or rematerialisation of Fortress B shares may
take place between the last date to trade in Fortress B shares on the JSE and the record date, both days included.
Tax implications
The cash dividend and capitalisation issue may have tax implications for both resident and non-resident Fortress B
shareholders. Fortress B shareholders are therefore encouraged to consult their professional tax advisors, should
they be in any doubt as to the appropriate action to take.
In terms of the Income Tax Act 58 of 1962, (the “Income Tax Act”), the cash dividend will, unless exempt, be
subject to dividend withholding tax (“DWT”) at a rate of 20% of the cash dividend and this amount will be withheld
from the cash dividend, resulting in a net cash dividend of 72.72800 cents per share. Non-resident shareholders
may be subject to DWT at a rate of less than 20%, depending on their country of residence and the applicability of
any double tax agreement between South Africa and their country of residence.
The capitalisation issue is not subject to DWT in terms of the Income Tax Act as the amount to be transferred or
applied by the Company constitutes shares in the Company. Subsequent disposals of shares in the Company may
have income tax or Capital Gains Tax (“CGT”) implications as a result of the receipt of any capitalisation shares.
Where any future disposals of shares in the Company falls within the CGT regime, the base cost of the capitalisation
shares will be deemed to be zero in terms of the Income Tax Act (the cost at which such shares will be included in
the determination of the weighted average base cost method will be zero).
The number of Fortress B shares in issue as at the date of this announcement is 1 280 006 561 ordinary Fortress B
shares of no par value. Fortress’ Income Tax Reference Number is 9218846179.
Foreign shareholders
The distribution of the circular and/or accompanying documents and the right to elect capitalisation shares under
the capitalisation issue 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 capitalisation shares have not been, and will not be, registered under the US Securities Act of 1933, as amended
(the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States of America
(including its territories and possessions, any state of the United States of America and the District of Columbia)
(“United States”) and accordingly may not be offered, sold, taken up, re-sold or delivered, directly or indirectly,
in or into the United States absent registration under the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities
laws of any state or any other jurisdiction of the United States. There will be no public offering in the United States.
The capitalisation shares that are the subject of the capitalisation issue have not been and will not be registered for
the purposes of election under the securities laws of the United Kingdom, European Economic Area, Canada, Japan
or Australia (together with the United States, “restricted territories”) and accordingly are not being offered, sold,
taken up, re-sold or delivered directly or indirectly to recipients with registered addresses in such jurisdictions other
than to permitted restricted territory shareholders who comply with the requirements of the paragraph immediately
below.
Fortress B shareholders with registered addresses in, or who are resident in any of, the restricted territories who
wish to elect to receive capitalisation shares under the capitalisation issue must warrant, represent and certify to
Fortress’ satisfaction, in its sole and absolute discretion, by no later than Friday, 16 October 2026 that their receipt
of capitalisation shares will not result in the contravention of any registration or other legal requirement in such
jurisdiction (“permitted restricted territory shareholders”).
Any non-resident Fortress B shareholder which does not comply with the paragraph immediately above will not
be entitled to receive the capitalisation shares, directly or indirectly, in the restricted territories and shall be deemed
not to have elected to participate in the capitalisation issue.
Fortress B shareholders who are not resident in, or who have a registered address outside of South Africa, must
satisfy themselves as to the full observance of the laws of any relevant territory concerning the receipt of
capitalisation shares, including obtaining any requisite governmental or other consents, observing any other
requisite formalities and paying any issue, transfer or other taxes due in such jurisdiction. If in doubt, Fortress B
shareholders should consult their professional advisors immediately.
17 September 2026
Lead sponsor Debt sponsor and joint equity sponsor
Java Capital Nedbank Corporate and Investment Banking,
a division of Nedbank Limited
Date: 17/09/2026 04:00:00
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