CAPITAL & COUNTIES PROPERTIES PLC (the "Company" or "Capco")

2021 INTERIM DIVIDEND - EXCHANGE RATE AND SCRIP CALCULATION PRICES

This announcement sets out additional information relating to the 2021 interim dividend of 0.5 pence per ordinary share (of which 0.25 pence will be paid as a property income distribution ("PID") and 0.25 pence will be paid as an ordinary dividend) which is to be paid on Thursday 23 September 2021 to all shareholders registered on Friday 27 August 2021.

Scrip dividend alternative:

It is confirmed that exchange control approval for the offering of a scrip dividend alternative has been obtained from the South African Reserve Bank and shareholders are accordingly entitled to elect to receive new ordinary shares in the Company, credited as fully paid in lieu of cash, in respect of the 2021 interim dividend.

Exchange Rate for Interim Dividend:

The Company confirms that the ZAR exchange rate for the 2021 interim dividend will be 20.42790 ZAR to 1 GBP, which is the rate determined on 16 August 2021.

On this basis, shareholders who hold their shares via the South African register will receive a cash dividend of 10.21395 ZAR cents per ordinary share (9.19256 ZAR cents net of UK withholding tax). 

Scrip Calculation Price:

The Scrip Calculation prices, which are based on the UK and SA prices of Capco shares for the period 10 August 2021 to 16 August 2021 less the gross amount of the dividend per share, are as follows:

UK (principal register):           176.1 pence (GBP)

South Africa:                            3,614.58605 cents (ZAR)

The same share prices will be used for calculating residual payments under the Scrip Dividend Scheme.

Scrip Ratio:

The number of shares in issue is 851,119,601 ordinary shares of 25p each.

UK (principal register):        1 new ordinary share for every 391.33 ordinary shares held (where UK withholding tax is applied), or 1 new ordinary share for every 352.2 ordinary shares held (where there is an exemption from UK withholding tax).

South Africa:                   1 new ordinary share for every 393.20799 ordinary shares held (3,614.58605/9.19256 = 393.20799)

As no fraction of a share can be issued, the number of shares to be issued will be rounded down to the nearest whole number and any residual cash balance will be paid immediately to the relevant shareholder (unless a UK shareholder has made an "evergreen election").

By way of illustration of the above, a shareholder who holds 1,000 shares on the South African exchange and who elects to receive the scrip dividend alternative would be entitled to 1,000/393.20799 = 2.54318 shares which would be rounded down to 2 shares, and the residual payment would be 0.54318 x 3,614.58605 ZAR cents  = 1,963.37085 ZAR cents, payable in cash. 

Further details of the scrip dividend alternative are contained in the Scrip Dividend Scheme Booklet and the related mandate forms, which are available on Capco's website (capitalandcounties.com) and from Capco's share registrars. The contact details for the Registrars are also available on Capco's website.

Information for shareholders:

The information below is included only as a general guide to taxation for shareholders based on Capco's understanding of the law and the practice currently in force. Any shareholder who is in any doubt as to their tax position should seek independent professional advice.

UK shareholders - PIDs

Certain categories of shareholders may be eligible for exemption from the 20 per cent UK withholding tax and may register to receive their dividends on a gross basis. Further information, including the required forms, is available from the 'Investors' section of the Company's website (capitalandcounties.com), or on request from our UK registrars, Link Group. Validly completed forms must be received by Link Group no later than the dividend Record Date, as advised; otherwise the dividend will be paid after deduction of tax.

South African shareholders

The interim dividend declared by the Company is a foreign payment and the funds are sourced from the UK.

PIDs: South African shareholders may apply to HMRC after payment of the PID element of the dividend for a refund of the difference between the 20 per cent UK withholding tax and the UK/South African double taxation treaty rate of 15 per cent.

The PID element of the cash dividend will be exempt from income tax but will constitute a dividend for Dividends Tax purposes, as it will be declared in respect of a share listed on the exchange operated by the JSE. SA Dividends Tax will therefore be withheld from the PID element of the interim cash dividend at a rate of 20 per cent, unless a shareholder qualifies for an exemption and the prescribed requirements for effecting the exemption are in place by the requisite date. Certain shareholders may also qualify for a reduction of SA Dividends Tax liability to 5 per cent, (being the difference between the SA dividends tax rate and the effective UK withholding tax rate of 15 per cent) if the prescribed requirements for effecting the reduction are in place by the requisite date.

Non-PID: The non-PID element of the cash dividend will be exempt from income tax but will constitute a dividend for SA Dividends Tax purposes, as it will be declared in respect of a share listed on the exchange operated by the JSE. SA Dividends Tax will therefore be withheld from the non-PID element of the interim cash dividend at a rate of 20 per cent, unless a shareholder qualifies for an exemption and the prescribed requirements for effecting the exemption are in place by the requisite date.

After UK withholding tax and SA Dividends Tax have been withheld, the net interim dividend will be 7.35404 cents per ordinary share.

Scrip dividend scheme: It is the Company's understanding that the issue and receipt of shares pursuant to the scrip dividend alternative, whether paid as a PID or Non-PID, will not have any SA Dividends Tax nor income tax implications. The new shares which are acquired under the scrip dividend alternative should not comprise of a "foreign dividend" nor a "foreign return of capital" and will be treated as having been acquired for nil consideration.

Any residual cash payments to account for fractional share payments will be exempt from income tax but will be subject to SA Dividends Tax, which will be withheld from the residual payment to South African shareholders at a rate of 20 per cent (or for qualifying shareholders, for PID elements of residual cash amounts, the reduced rate referenced above if the prescribed requirements for effecting the reduction are in place by the requisite date), unless a shareholder qualifies for an exemption and the prescribed requirements for effecting the exemption are in place by the requisite date.

Other overseas shareholders:

Other non-UK shareholders may be able to make claims for a refund of UK withholding tax deducted pursuant to the application of a relevant double taxation convention. UK withholding tax refunds can only be claimed from HMRC, the UK tax authority.

The salient dates in the dividend timetable published in the announcement published on 27 July 2021 remain unchanged.

Enquiries

Ruth Pavey

Company Secretary

Capital & Counties Properties PLC

+ 44 (0) 20 3214 9170

17 August 2021