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NOT FOR PUBLICATION, DISTRIBUTION OR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
FINALISATION ANNOUNCEMENT REGARDING
THE CASH DIVIDEND
Further to the announcement made on Wednesday,
21 June 2023 in respect of a foreign dividend payment (“Cash Dividend”), South
African shareholders are advised as follows:
The Cash Dividend of PLN 0.23 per
share converted to South African cents is 103.891 (converted at the exchange
rate of PLN 1.00 : ZAR 4.517 published by the Central Bank of Poland on 21 June 2023).
The salient dates relating to the Cash Dividend are detailed below:
2023
|
|
Last date to trade cum-dividend
rights on the JSE
|
Tuesday, 11 July
|
GTC shares will trade ex-dividend
rights on the JSE
|
Wednesday, 12 July
|
Dividend Record Date
|
Friday, 14 July
|
Payment Date
|
Friday, 15 September
|
- South African shareholders are advised that Share certificates may
not be dematerialised or rematerialised between Wednesday, 12 July 2023
and Friday, 14 July 2023 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 Wednesday, 12
July 2023 and Friday, 14 July 2023.
South African shareholders are advised
to contact their CSDP and/or brokers in respect of their Cash Dividend.
South African Shareholders are
reminded that GTC is a company incorporated under the laws of the Republic of
Poland with a primary listing on the Warsaw Stock Exchange. Consequently, Polish
rules are applicable to the Cash Dividend process. Shareholders are referred to
GTC’s website, specifically to Current Report 14/2023, where the information
relating to the Cash Dividend has been announced to GTC shareholders on the
Warsaw Stock Exchange.
TAX IMPLICATIONS FOR THE CASH DIVIDEND
POLISH DIVIDEND WITHHOLDING TAX
Polish dividend withholding tax
(“PWHT”) at the rate of 19% on the dividend distribution will be withheld in
Poland and 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 (corporate income tax (“CIT”) Taxpayers) and/or a Double
Tax Agreement (both CIT and personal income tax (“PIT”) taxpayers) concluded by
Poland (“DTA”), provided that certain requirements that apply to such exemption
from or reduction of PWHT are satisfied (e.g. the Polish remitter holds a
certificate of tax residency of the dividend’s recipient and the dividend’s
recipient is the beneficial owner of the dividend payment).
Based on the DTA concluded between
Poland and South Africa, the PWHT may be reduced to 5% (when the beneficial
owner is a legal entity, other than a partnership, that directly holds at least
25% of the share capital of the company paying the dividends) or 15% in other
cases.
Based on the CIT Act there will be no
PWHT (i.e. a PWHT exemption is applicable) on the dividend payment to EU or
EEA based CIT taxpayers which hold at least 10% of the shares in the Polish
remitter for an uninterrupted period of two years (this can be met
retroactively), assuming the recipient is the beneficial owner of the dividends
and has appropriate business substance.
However, the Polish CIT Act and PIT
Act provide certain limitations on applying PWHT exemptions or preferential tax
rates to dividend payments. Namely, if such payment exceeds the amount of PLN
2,000,000, the Polish remitter is generally required to remit the withholding PWHT
in the full amount, without the possibility of applying a tax exemption or a reduced
tax rate.
What is important is that such
limitation only applies to related entities, as defined by the Polish transfer
pricing regulations, i.e. those which hold at least 25% of shares or voting
rights in the Polish remitter.
Should the PWHT be remitted, the
dividend recipient is entitled to apply to the Polish tax authorities for a WHT
refund on the amount exceeding amount taxable in Poland (i.e. 0%, 5% or 15%
respectively).
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 83.11280 South African cents 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.
Date: 4 July 2023
Warsaw, Poland
Sponsor: Investec Bank Limed
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.