GLOBE TRADE CENTRE S.A.
(Incorporated and registered in Poland with KRS No. 61500)
(Share code on the WSE: GTC.S.A)
(Share code on the JSE: GTC ISIN: PLGTC0000037)
(“GTC” or “the Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
NOTICE TO GTC SHAREHOLDERS IN RESPECT OF THE TAX IMPLICATIONS FOR THE CASH DIVIDEND
Further to the announcement made on 21 May 2018, specifically the salient dates regarding the gross Cash Dividend of PLN 0.33 per share (ZAR 1.1416 per share):
- South African shareholders are advised that Share certificates may not be dematerialised or rematerialised between Wednesday, 23 May 2018 and Friday, 25 May 2018 both days inclusive.
- The transfer of the GTC shares between the Polish share register and the South African share register will not take place between Monday 21 May 2018 and Friday 25 May 2018.
South African shareholders are advised to contact their CSDP and/or brokers in respect of their Cash Dividend.
Tax Implications
POLISH DIVIDEND WITHHOLDING TAX
Polish dividend withholding tax (“PWHT”) at a rate of 19% will be withheld in Poland on the dividend distribution and the PWHT withheld will be remitted to the Polish Tax Authorities.
The PWHT may be reduced if a shareholder qualifies for an exemption from or a reduction of PWHT on the basis of Polish domestic law and/or a Double Tax Agreement concluded by Poland (“DTA”) and the formal requirements that apply to such exemption from or reduction of PWHT are satisfied.
The PWHT may be reduced to 5% or 15% in terms of the DTA in force between Poland and South Africa. A rebate of the additional PWHT imposed must be claimed in accordance with the relevant reimbursement process.
SOUTH AFRICAN DIVIDENDS WITHHOLDING TAX
Dividends received from a foreign resident company in respect of a share that is listed on the JSE are regarded as foreign dividends for South African income tax and dividends withholding tax purposes. The foreign dividends are exempt from South African income tax in respect of foreign shareholders and South African shareholders.
The Cash Dividend will also be subject to South African Dividends Tax (“SADWT”) at the rate of 20%, with a net Cash Dividend of ZAR 0.91328 unless a shareholder qualifies for an exemption. Any shareholder who receives a Cash Dividend which is subject to SADWT (i.e. where no exemption is available) will qualify for a 15% reduction in dividends tax. The ultimate result in such a case is that the Cash Dividend will be subject to a reduced PWHT of 15% and subject to South African Dividends Tax at a rate of 5%.
The information provided above does not constitute tax advice and is only provided as a general guide on the Polish and South African tax treatment of the Cash Dividend declaration by GTC to South African tax resident shareholders. For shareholders residing outside of South Africa, the Cash Dividend may have other legal or tax implications and such shareholders are advised to obtain appropriate advice from their professional advisers in this regard. Tax matters are complex, and the tax consequences to a particular shareholder will depend in part on such shareholder's circumstances. Accordingly, a shareholder is urged to consult his own tax advisor for a full understanding of the tax consequences to him, including the applicability and effect of Polish tax laws.
Legal disclaimer
The material set forth herein constitutes the fulfilment of the applicable disclosure obligations of the Company. The publication of this communication is for information purposes only and does not constitute the making available of information to promote the purchase or acquisition of securities or an inducement of their purchase or acquisition, including within the meaning of Article 53 section 1 of Polish Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, as amended, and does not constitute a promotional campaign within the meaning of Article 53 section 2 of such act.
The Company’s securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state, and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of the Company’s securities will be made in the United States.
It may be unlawful to distribute this document in certain jurisdictions. In particular this document is not for distribution in the United States, Canada, Japan or Australia.