The British Land Company PLC
Scrip Dividend Scheme
This document contains the terms and conditions of The British Land Company PLC Scrip Dividend Scheme, as in force from 20
December 2010.
If you wish to receive dividends on your Ordinary Shares in cash in the usual way, you do not need to take any action and may
disregard this document.
If you are in any doubt about the action you should take, you should seek your own advice from your stockbroker, bank
manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.
Important Information
• Part C contains definitions of certain terms used in this document.
• The British Land Company PLC Scrip Dividend Scheme will apply to dividends in respect of which a Scrip Dividend
Alternative is offered. The availability of the Scrip Dividend Alternative will be confirmed via the Regulatory News Service and
on the Company website, no later than 48 hours before each relevant ex-dividend date.
• The operation of The British Land Company PLC Scrip Dividend Scheme is always subject to the directors’ decision to make
an offer of New Ordinary Shares in respect of any particular dividend. The directors also have the power, after such an offer is
made, to suspend or terminate the Scheme generally at any time prior to the allotment of the New Ordinary Shares pursuant
to it. If the directors suspend or terminate the Scheme, or decide not to offer New Ordinary Shares in respect of any particular
dividend, Shareholders will receive their dividend in cash in the usual way, on or as soon as reasonably practicable after the
Relevant Dividend Payment Date.
York House, 45 Seymour Street, London, W1H 7LX
T +44 (0)20 7486 4466 F+44 (0)20 7935 5552 Wwww.britishland.com
The British Land Company PLC: Registered Office at business address above. Reg No621920 England–Established in1856
PART A: THE BRITISH LAND COMPANY PLC SCRIP DIVIDEND SCHEME
1. What is The British Land Company PLC Enhanced Scrip Dividend Scheme?
The British Land Company PLC Scrip Dividend Scheme provides Shareholders with an opportunity to receive, if they wish, a
Scrip
Dividend Alternative of New Ordinary Shares in the Company instead of a cash dividend for all future dividends proposed by the
Company for which the Scrip Dividend Alternative is offered.
The Scheme therefore allows Shareholders to increase their shareholdings in the Company without incurring dealing costs or
stamp duty. In addition, the cash which would otherwise have been paid out in dividends (less amounts in respect of withholding
tax, if any, payable to HMRC) is retained by the Company for reinvestment in the business. Each Shareholder's decision to elect
to receive New Ordinary Shares should depend upon their own personal circumstances and, in particular, Shareholders should
consider the explanatory notes set out in Part D of this Scheme Document which deal with taxation.
Shareholders who wish to join the Scheme are required to authorise the Company to issue New Ordinary Shares instead of
cash for Relevant Dividends by means of the Mandate Form (which is available on the Company’s website at
http://www.britishland.com) if you hold your Ordinary Shares in certificated form or by submitting a CREST Dividend Election
Input Message if you hold your Ordinary Shares in uncertificated form via CREST. The Mandate is available for the convenience
of Shareholders to enable them to receive New Ordinary Shares instead of cash dividends as a matter of routine, whenever a
Scrip Dividend Alternative is offered. Shareholders can cancel their instructions at any time and revert to receiving dividends in
the form of cash.
The availability of the Scrip Dividend Alternative for each quarter’s dividend, and confirmation of whether PID or Non-PID
treatment will apply, will be confirmed via the Regulatory News Service and on the Company website no later than 48 hours
before each relevant ex-dividend date.
2. Who can join The British Land Company PLC Scrip Dividend Scheme?
All Shareholders who are resident in the United Kingdom can join the Scheme. Most overseas Shareholders should also be
eligible for the benefits of the Scheme. Details regarding participation by overseas Shareholders are set out in paragraph 11
below.
3. How do I join the Scheme?
After having read this Scheme Document, please complete the Mandate Form and return it to the Company’s Registrar, Equiniti,
if you hold your Ordinary Shares in certificated form. No acknowledgement of receipt will be issued. If you hold your Ordinary
Shares in uncertificated form, please submit a CREST Dividend Election Input Message in accordance with the CREST Manual.
Mandate Forms must be received by Equiniti at least 15 working days before the Relevant Dividend Payment Date, the date of
the Mandate Delivery Deadline, which is available on our website, to be eligible for that particular dividend. Shareholders
holding their Ordinary Shares in uncertificated form must submit their CREST Dividend Election Input Messages at least 15
working days before the Relevant Dividend Payment Date, the date of the Mandate Delivery Deadline, to be eligible for that
particular dividend. For example, if the Relevant Dividend Payment Date is 12 February 2016, Mandate Forms must be
received, and CREST Dividend Election Input Messages must be submitted, by 22 January 2016.
Details of the Relevant Dividend Payment Date and Mandate Delivery Deadline for each Relevant Dividend can be obtained
from the Company’s website at www.britishland.com, from the documentation provided to Shareholders by the Company in
respect of that dividend, or by calling the Equiniti share dividend helpline on 0371 384 2268 (or + 44 121 415 7046 for calls
made from outside the United Kingdom). Mandate Forms received after the relevant Mandate Delivery Deadline, and CREST
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Dividend Election Input Messages submitted after the relevant Mandate Delivery Deadline, will be effective only for the following
Relevant Dividend and all subsequent Relevant Dividends.
A Shareholder’s Mandate will remain in force for all future Relevant Dividends until cancelled. For further details, please see
paragraphs 20 and 21. Upon execution of a Mandate Form or submission of a CREST Dividend Election Input Message, either
personally or on a Shareholder’s behalf, each Shareholder is deemed to have:
(a) agreed to participate in the Scheme pursuant to the terms and conditions set out in this Scheme Document; and
(b) authorised the Company or its agent (i) in the case of holdings in certificated form, to send to the Shareholder at the
Shareholder’s registered address any definitive share certificate in respect of New Ordinary Shares allotted and (ii) in the
case of holdings in uncertificated form, to credit the New Ordinary Shares allotted to the Shareholder’s CREST account on
the date that dealings commence.
4. How many New Ordinary Shares will I receive?
The number of New Ordinary Shares a Shareholder will receive as a Scrip Dividend Alternative in respect of a Relevant
Dividend will depend on the amount of the dividend, the number of Ordinary Shares held, the applicable Scrip Calculation Price
and (for PIDs only) whether withholding tax applies.
Absent any requirement to withhold tax, a Shareholder’s entitlement is calculated by multiplying (a) and (b) together and dividing
the result by (c) where:
(a) is the cash value of the Relevant Dividend per Ordinary Share;
(b) is the number of Ordinary Shares registered in the Shareholder's name at the Record Date for the Relevant Dividend; and
(c) is the applicable Scrip Calculation Price.
Where the Scrip Dividend Alternative is a PID, however, the number of New Ordinary Shares received will be reduced if
withholding tax applies, as described in sub-paragraph (B) below.
The Scrip Calculation Price for any Relevant Dividend will be the average of the middle market quotations for the Company’s
Ordinary Shares for the five business days commencing on the Ex-dividend Date, as derived from the Daily Official List of the
London Stock Exchange.
The Scrip Calculation Price in respect of each Relevant Dividend will be announced by the Company to the London Stock
Exchange and detailed on the British Land website: www.britishland.com.
Fractions of New Ordinary Shares arising from the calculation above will not be allotted and any balance (a “Cash Balance”) will
be carried forward, without interest. If the Cash Balance arises in relation to a Non-PID, it will be included in the calculation for
the next Non-PID Scrip Dividend Alternative. If the Cash Balance arises in relation to a PID, it will be included in the calculation
for the next PID Scrip Dividend Alternative.* The calculation of a Shareholder’s entitlement to New Ordinary Shares will be
subject to rounding to ensure that it is, as nearly as possible, equal to but not greater than the cash amount of the cash
dividend, less any applicable withholding tax.
The formula used in calculating a Shareholder’s entitlement to New Ordinary Shares in respect of Relevant Dividends (absent
any requirement to withhold tax) is therefore as follows:
(Number of Ordinary Shares held at the Record Date for the Relevant Dividend x cash value of Relevant Dividend per Ordinary
Share) + Cash Balance brought forward from previous Scrip Dividend Alternative of the same type = maximum amount
available
Number of New Ordinary Shares = maximum amount available ÷ by Scrip Calculation Price (rounded down to the nearest
whole Ordinary Share)
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A. Example calculation where withholding tax does not apply (Non-PIDs, or Shareholder qualifies for gross payment of PIDs)
Assume a Relevant Dividend with a cash value of 6.3p per Ordinary Share, a shareholding of 1,000 Ordinary Shares, and a
Scrip
Calculation Price of 500p
• aggregate value of cash dividend: 1,000 x 6.3p = £63.00
*Exceptionally, however, Cash Balances that have been carried forward from previous Non-PIDs will be added to the next Scrip Dividend
Alternative made available, even if that is a PID.
This assumes no Cash Balance has been brought forward in respect of a previous Scrip Dividend Alternative of the same type.
This aggregate amount of £63.00 is the maximum amount available.
• number of New Ordinary Shares under the Scrip Dividend Alternative: £63.00 ÷ 500p = 12.60, rounded down to 12 New
Ordinary Shares
• value of New Ordinary Shares at the Scrip Calculation Price: 12 x 500p = £60.00
Deducting this from the aggregate value of the cash dividend (£63.00) leaves a Cash Balance of £3.00 which will be carried
forward, without interest, and included in the calculation for the next Scrip Dividend Alternative of the same type.
The Shareholder referred to in the above calculation would now have a shareholding of 1,012 Ordinary Shares. Assume he has
not acquired any further Ordinary Shares, the next Scrip Dividend Alternative is of the same type, has a cash value of 6.5p per
Ordinary Share and the Scrip Calculation Price is 500p again.
• aggregate value of cash dividend: 1,012 x 6.5p = £65.78
• cash dividend foregone = £65.78
• Cash Balance carried forward from previous Relevant Dividend of the same type = £3.00
• number of New Ordinary Shares issued to Shareholder: (£65.78 + £3.00) ÷ 500p = 13.756, rounded down to 13 New Ordinary
Shares (valued at £65.00, based on the Scrip Calculation Price)
Fractions of New Ordinary Shares arising from calculation above (here, representing the 0.756 fraction) will not be allotted and
any Cash Balance (here, £3.78) will be carried forward, without interest, and included in the calculation for the next Scrip
Dividend Alternative of the same type.
B. How the calculation is modified if the Scrip Dividend Alternative is a PID and withholding tax applies
(1) Withholding tax mechanics
Subject to certain exceptions, the Company is required to withhold tax at source (at the current rate of 20 per cent.) from its
PIDs, whether paid in cash or in the form of New Ordinary Shares pursuant to a Scrip Dividend Alternative (see Part D of this
Scheme Document for further details about the withholding tax). The Company will satisfy its obligation to withhold tax at source
on PIDs that are paid in the form of New Ordinary Shares by not issuing an appropriate number of New Ordinary Shares to
which a Shareholder would otherwise be entitled.
(2) Number of New Ordinary Shares received
Where withholding tax applies, the formula used in calculating a Shareholder’s entitlement to New Ordinary Shares in respect of
future Scrip Dividend Alternatives that are PIDs is therefore modified so that the number of New Ordinary Shares issued is
calculated by reference to 80 per cent. of the aggregate value of cash dividend foregone (instead of the whole amount), together
with any Cash Balance arising from a previous PID. (If the withholding tax rate changes from 20 per cent., the 80 per cent.
figure will be adjusted accordingly.)
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Worked example
Assume a Relevant Dividend with a cash value of 6.3p per Ordinary Share, a shareholding of 1,000 Ordinary Shares, and a
Scrip Calculation Price of 500p.
• aggregate value of cash dividend: 1,000 x 6.3p = £63.00
• cash dividend foregone = £63.00 (before withholding tax)
• number of New Ordinary Shares issued to Shareholder: (£63.00 x 80 per cent.) ÷ 500p = 10.08, rounded down to 10 New
Ordinary Shares (valued at £50.00, based on the Scrip Calculation Price)
This assumes no Cash Balance has been brought forward in respect of a previous PID.
Fractions of New Ordinary Shares arising from calculation above (here, representing the 0.08 fraction) will not be allotted and
any Cash Balance (here, £0.40) will be carried forward, without interest, and included in the calculation for the next PID.
The Shareholder referred to in the above calculation would now have a shareholding of 1,010 Ordinary Shares. Assume he has
not acquired any further Ordinary Shares, the next Scrip Dividend Alternative is also a PID with a cash value of 6.5p per
Ordinary Share, and the Scrip Calculation Price is 500p again.
• aggregate value of cash dividend: 1,010 x 6.5p = £65.65
• cash dividend foregone = £65.65 (before withholding tax)
• Cash Balance carried forward from previous PID = £0.40
• number of New Ordinary Shares issued to Shareholder: ((£65.65 x 80 per cent.) + £0.40) ÷ 500p = 10.584, rounded down to
10 New Ordinary Shares (valued at £50.00, based on the Scrip Calculation Price)
Fractions of New Ordinary Shares arising from calculation above (here, representing the 0.584 fraction) will not be allotted and
any Cash Balance (here, £2.92) will be carried forward, without interest, and included in the calculation for the next Scrip
Dividend Alternative in PID form.
(3) Fluctuation in market value of Ordinary Shares and amount of withholding tax
The market value of the New Ordinary Shares at the time of issue may differ from the Scrip Calculation Price, and accordingly
the market value of those additional New Ordinary Shares that would have been issued to the Shareholder absent any
withholding tax requirement may not equate to the actual amount of withholding tax that the Company is required to account to
HMRC. No additional payment will be made to, or sought from, a Shareholder in respect of any such difference.
5. The Cash Balance
If (i) a Mandate ceases to remain in force; (ii) a Shareholder disposes of their entire holding of Ordinary Shares; (iii) the
Company terminates the Scheme; or (iv) a sole Shareholder dies, becomes bankrupt, goes into liquidation or suffers from
mental incapacity, any Cash Balance held will be paid (without interest) to the relevant Shareholder or their estate or trustee
entitled thereto, as applicable.
6. Are there any circumstances in which I will not be issued New Ordinary Shares under The British Land Company
PLC Scrip Dividend Scheme?
If on any occasion your cash dividend entitlement is insufficient to acquire at least one whole New Ordinary Share, you will not
be issued with any shares pursuant to The British Land Company PLC Scrip Dividend Scheme for the Relevant Dividend. You
will, however, receive a Scrip Statement explaining that no new shares have been issued under the Scheme and showing how
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much Cash Balance has been carried forward to the next Scrip Dividend Alternative of the same type. For further details of the
Scrip Statement, please refer to paragraph 7 below.
7. How will I know how many New Ordinary Shares I have received?
On every occasion that the Scrip Dividend Alternative is offered under The British Land Company PLC Scrip Dividend Scheme,
each Shareholder receiving New Ordinary Shares will receive a Scrip Statement and a share certificate for any New Ordinary
Shares issued. A Shareholder’s Scrip Statement will include the following (depending on whether the Scrip Dividend Alternative
is a PID or a Non-PID):
(a) the cash dividend which that Shareholder would otherwise have received;
(b) any Cash Balance brought forward from a previous Scrip Dividend Alternative of the same type;
(c) the number of New Ordinary Shares issued to the Shareholder instead of the cash dividend;
(d) any Cash Balance carried forward to the next Scrip Dividend Alternative of the same type; and
(e) details of the “cash equivalent” of the New Ordinary Shares and any applicable withholding tax, which Shareholders will
need for their tax return (for information regarding taxation, please refer to Part D).
You should be aware that in certain circumstances fluctuations in the share price could result in the cash equivalent and any
withholding tax being different from the details included in the Scrip Statement. Please refer to Part D below for further details of
when these circumstances could arise. If such fluctuations occur, Shareholders will be informed by the Company or Equiniti.
8. Will my New Ordinary Shares have the same voting rights?
Yes, the New Ordinary Shares will carry the same voting rights as existing Ordinary Shares.
9. When will I receive my New Ordinary Shares?
Subject to the New Ordinary Shares being admitted to the Official List of the UK Listing Authority and to trading on the London
Stock Exchange’s market for listed securities, definitive share certificates and/or Scrip Statements will be posted, at the relevant
Shareholder's risk, on or about the same day as dividend cheques are posted to Shareholders who are taking the Relevant
Dividend in cash.
CREST members who have elected to receive New Ordinary Shares will have their CREST accounts credited directly with the
relevant New Ordinary Shares and will be notified via CREST on the same day the cash dividend is paid. If the Company is
unable to do this under the provisions of the Uncertificated Securities Regulations 2001 or the facilities and requirements of
CREST, the relevant New Ordinary Shares will be issued as certificated shares and definitive share certificates will be posted to
the relevant Shareholder at that Shareholder's risk.
Applications will be made to each of the UK Listing Authority and the London Stock Exchange for any New Ordinary Shares
issued under the Scheme to be admitted to the Official List of the UK Listing Authority and the London Stock Exchange’s market
for listed securities respectively. In the unlikely event that the New Ordinary Shares are not admitted to listing, listing does not
become effective or the New Ordinary Shares are not admitted to trading, the dividend for Shareholders who have chosen to
receive New Ordinary Shares will be paid in cash on or as soon as reasonably practicable after the Relevant Dividend Payment
Date. When issued, the New Ordinary Shares will rank equally in all respects with the existing Ordinary Shares and will qualify
for all future dividends.
10. What if I hold my Ordinary Shares wholly or partly in CREST?
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Under the Uncertificated Securities Regulations 2001, if holdings of Ordinary Shares are held partly in certificated and partly in
uncertificated form, the Company will treat such shareholdings as if they were separate holdings and separate Mandate
Forms/CREST Dividend Election Input Messages will be required for each such holding. To the extent that a holding is in
uncertificated form (i.e., in CREST) at the Record Date for the Relevant Dividend, by submitting a CREST Dividend Election
Input Message the relevant Shareholder is deemed to authorise the Company to issue New Ordinary Shares in uncertificated
form. Similarly, to the extent that a holding is in certificated form at the Record Date for the Relevant Dividend, or a Shareholder
converts from certificated to uncertificated form after the relevant Record Date, by signing the Mandate Form the relevant
Shareholder is deemed to authorise the Company to issue New Ordinary Shares in certificated form.
Dematerialised holders may elect for the Scrip Dividend Alternative by submitting a CREST Dividend Election Input Message.
Other forms of election, including by way of a Mandate Form, will not be accepted unless otherwise expressly agreed by the
Company.
11. Can Shareholders outside the United Kingdom join the Scheme?
The ability of Shareholders who have registered addresses outside of the United Kingdom, or who are resident or located in, or
citizens of, countries other than the United Kingdom to participate in the Scrip Dividend Scheme may be affected by the laws of
the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental
or other consents or need to observe any applicable legal requirements or other formalities to enable them to participate in the
Scrip Dividend Scheme and must satisfy themselves as to the full observance of the applicable laws of any relevant territory.
The right to receive New Ordinary Shares instead of cash in respect of dividends is not available to any person in the State of
California or in any jurisdiction outside the United Kingdom where such an offer would require compliance by the Company with
any governmental or regulatory procedures or any similar formalities.
No person receiving a copy of this document or Mandate Form in any such country or jurisdiction may treat such documents as
offering a right to elect unless such an offer could lawfully be made without any such compliance.
By completing and returning a Mandate Form or by submitting a CREST Dividend Election Input Message each Shareholder will
confirm that they are not resident in the State of California or any jurisdiction that would require the Company to comply with any
governmental or regulatory procedures or requirements or any similar formalities arising out of this election or holding any
Ordinary Shares as nominee(s) or transferee(s) for any beneficial holder who is so resident.
12. What are the tax effects of electing to receive a Scrip Dividend Alternative?
The tax consequences for a Shareholder of electing to receive New Ordinary Shares instead of a cash dividend will depend
upon the personal circumstances of that Shareholder.
A summary of how Shareholders resident in the United Kingdom and the United States of America are likely to be treated for tax
purposes if they make this election is set out in Part D of this Scheme Document. This summary is intended as a general guide
and for information purposes only. If Shareholders are in any doubt as to their own taxation position, they should consult
their professional advisers before taking any action.
13. Can the Company cancel or amend the Scheme?
The directors always have the discretion to cancel the Scheme.
The operation of The British Land Company PLC Scrip Dividend Scheme is always subject to the directors’ decision to offer a
Scrip Dividend Alternative in respect of any particular dividend. The directors may also determine whether any Scrip Dividend
Alternative will be in PID or Non-PID form including whether it should be treated as a Non-PID in circumstances where the cash
dividend is a PID, and vice versa. The directors also have the power, after such an offer is made, to amend, suspend or
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terminate The British Land Company PLC Scrip Dividend Scheme generally at any time prior to the allotment of the New
Ordinary Shares. If the directors suspend or terminate the Scheme, or decide not to offer New Ordinary Shares in respect of any
particular dividend,
Shareholders will receive their dividend in cash in the usual way, on or as soon as reasonably practicable after the Relevant
Dividend Payment Date. In the case of an amendment of the Scheme by the directors, a Shareholder’s instructions will remain
valid under the amended terms unless they notify Equiniti in writing, cancelling their instructions, at least 15 working days before
the next Relevant Dividend Payment Date, failing which the cancellation will take effect from the following dividend. The
directors will not offer New Ordinary Shares unless the Company has unissued shares authorised for issue and sufficient
reserves or funds that may be capitalised to give effect to elections after the basis of allotment is determined.
PART B: THE MANDATE
14. What are the Mandate Form and the CREST Dividend Election Input Message?
The Mandate Form must be completed by each Shareholder or joint Shareholder who holds shares in certificated form in order
to participate in The British Land Company PLC Scrip Dividend Scheme and to receive New Ordinary Shares for all future
dividends for which a Scrip Dividend Alternative is offered.
The CREST Dividend Election Input Message must be submitted by each Shareholder or joint Shareholder who holds Ordinary
Shares in uncertificated form via CREST in order to participate in the British Land Company PLC Scrip Dividend Scheme and to
receive New Ordinary Shares for all future dividends for which a Scrip Dividend Alternative is offered. In relation to such
Shareholders, other forms of election, including by way of a Mandate Form, will not be accepted unless otherwise expressly
agreed by the Company.
A Mandate will remain valid in respect of all Relevant Dividends unless and until cancelled in writing by the Shareholder or until
the Scheme is cancelled by the Company.
15. Can I complete a Mandate Form or submit a CREST Dividend Election Input Message for part of my holding?
No. Mandate Forms and CREST Dividend Election Input Messages will not be accepted for part of a shareholding. The Mandate
Form or the CREST Dividend Election Input Message (as the case may be) apply to the full number of Ordinary Shares
registered in a Shareholder’s name on the relevant Record Date.
Notwithstanding this, the Company may, at its discretion, permit a Shareholder to complete a Mandate Form or submit a CREST
Dividend Election Input Message in respect of a lesser number of Ordinary Shares than their full shareholding where that
Shareholder is acting on behalf of more than one beneficial owner (i.e., where the Shareholder is a nominee Shareholder). Any
such completion in respect of part of a shareholding will continue to apply for future dividends to the number of Ordinary Shares
specified until it is altered or cancelled. A cash dividend will automatically be paid on any Ordinary Shares which are not
specified in a Mandate Form or a CREST Dividend Election Input Message.
16. Does the Mandate apply to Ordinary Shares held in joint names?
Yes, for as long as the Ordinary Shares are held jointly, but all joint Shareholders must sign the Mandate Form. In the case of a
CREST Dividend Election Input Message, there is no requirement that the CREST Dividend Election Input Message be
authenticated by all joint Shareholders.
17. What happens if I buy more shares after I have completed a Mandate Form?
If a Shareholder buys Ordinary Shares prior to the first day such shares are quoted “ex-dividend” for any particular dividend, that
Shareholder may be entitled to the dividend on those shares and they are advised to contact their stockbroker or other agent
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through whom the purchase was made without delay so as to ensure that the purchased shares are registered promptly in their
name.
Any additional Ordinary Shares which a Shareholder buys, and which are registered in their name prior to the Record Date for
any dividend to which they are entitled, will be covered by the Mandate Form or the CREST Dividend Election Input Message
they have completed and such Shareholder will receive New Ordinary Shares, instead of cash dividends, for their entire holding.
18. What happens if I sell part of my holdings?
If a Shareholder sells any of their Ordinary Shares prior to the first day such shares are quoted “ex-dividend” for any particular
dividend, they may not be entitled to the dividend on those shares and they are advised to contact their stockbroker or other
agent through whom the sale was effected without delay as there may be a claim for the cash amount of the dividend by the
purchaser in accordance with the rules of the UK Listing Authority.
If a Shareholder sells part of their shareholding prior to the relevant Record Date for any dividend and such sale is registered in
the Company’s Register of Members prior to the relevant Record Date, the Scheme will only apply to their remaining Ordinary
Shares.
19. What happens if I have more than one holding?
If a Shareholder’s Ordinary Shares are registered in more than one holding and they want to receive New Ordinary Shares
instead of cash dividends in respect of each holding, they must complete a separate Mandate Form or submit a separate
CREST Dividend Election Input Message for each holding. If they wish, a Shareholder may ask Equiniti to combine their
holdings. A Shareholder cannot, however, combine a sole shareholding with a joint shareholding.
20. Can I cancel my Mandate?
Shareholders may cancel their Mandate in accordance with this paragraph 20.
Shareholders who hold their Ordinary Shares in certificated form can cancel their Mandate by writing to Equiniti Limited, Share
Dividend Team, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. A Mandate may be cancelled at any time,
except that for a cancellation instruction to be effective for a particular dividend, it must be received at least 15 working days
before the Relevant Dividend Payment Date. If a cancellation instruction is received after that date, it will apply to all subsequent
dividends. For example, if the Relevant Dividend Payment Date is 12 February 2016, a cancellation instruction must be
received by 22 January 2016 for it to be effective for the dividend payable on 12 February 2016.
Shareholders who hold their Ordinary Shares in uncertificated form via CREST can only cancel their Mandate by submitting a
CREST cancellation message through the CREST system. A Mandate may be cancelled at any time, except that for a CREST
cancellation message to be effective for a particular dividend, it must be submitted at least 15 working days before the Relevant
Dividend Payment Date. If a CREST cancellation message is received after that date, it will apply to all subsequent dividends.
For example, if the Relevant Dividend Payment Date is 12 February 2016, a CREST cancellation message must be received by
22 January 2016 for it to be effective for the dividend payable on 12 February 2016.
21. When will my Mandate be cancelled?
Instructions will be regarded as cancelled in respect of any Ordinary Shares which a Shareholder sells or otherwise transfers to
another person and regarded as fully cancelled on the sale or transfer of the whole of a Shareholder’s shareholding. This will
take effect from registration of the relevant share transfer.
Instructions will be regarded as cancelled immediately on notice being given to the Company by writing to Equiniti Limited,
Share Dividend Team, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, of the death, bankruptcy, liquidation or
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mental incapacity of a Shareholder, unless the Shareholder was a joint Shareholder in which case participation of the other joint
Shareholder(s) will continue.
22. What do I do if I have any questions?
If you have any queries, please contact Equiniti Limited using the contact details set out below:
• by post at Share Dividend Operations, Equiniti Ltd, Share Dividend Team, Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA
• by telephone on 0371 384 2268 (or +44 121 415 7046 if you are calling from outside the United Kingdom).
Alternatively you can visit www.britishland.com.
23. How do I notify changes?
Any notifications regarding the Scheme should be addressed to Equiniti Limited, Share Dividend Team, Aspect House, Spencer
Road, Lancing, West Sussex BN99 6DA. All communications, notices, certificates and remittances to be delivered by or sent to
or from Shareholders will be delivered or sent at their own risk.
24. What is the governing law of the Scheme?
The Scheme (including any Mandate Form, CREST Dividend Election Input Message, election(s), instruction(s) and
authorisation(s) given by any Shareholder) is subject to the Company’s memorandum and articles of association in force from
time to time and is governed by and its terms and conditions are to be construed in accordance with English law. By electing to
receive New Ordinary Shares a Shareholder agrees to submit to the jurisdiction of the English courts in relation to the Scheme.
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PART C: DEFINITIONS
The following definitions apply throughout this document and to the accompanying documents unless the context otherwise
requires:
"The British Land
the offer to receive New Ordinary Shares instead of a cash dividend for all Relevant Dividends,
comprising
Company PLC
the terms and conditions contained in this document and the Mandate Form, as amended from time to
time
Scrip Dividend
Scheme" or
"Scheme"
"Cash Balance"
"Company" or
the cash value of any fractions of New Ordinary Shares which are not issued to Shareholders pursuant
to a Scrip Dividend Alternative
The British Land Company PLC
"British Land"
"CREST"
the relevant system as defined in the Uncertificated Securities Regulations 2001 (SI/3755) in respect of
which Euroclear UK & Ireland Limited is the operator
"Equiniti"
Equiniti Limited
"Ex-dividend Date"
the day the Ordinary Shares are first quoted "ex" for the relevant dividend
“Group”
the Company and its subsidiaries from time to time
“HMRC”
HM Revenue & Customs
"London Stock
the London Stock Exchange plc
Exchange"
"Mandate"
the instructions of a Shareholder as set out in a valid Mandate Form or as submitted via a CREST
Dividend Election Input Message
"Mandate Delivery
the deadline by which Mandate Forms must be received by Equiniti or by which CREST Dividend
Deadline”
Election Input Messages must be submitted, being 15 working days before the Relevant Dividend
payment date, in order for the Mandate to be effective for the next Relevant Dividend
"Mandate Form"
a mandate, in a form provided by the Company, from a Shareholder who holds Ordinary Shares in
certificated form to the Directors to allot New Ordinary Shares under the terms of The British Land
Company PLC Scrip Dividend Scheme instead of Relevant Dividends
"New Ordinary
new Ordinary Shares to be issued fully paid up at par value pursuant to The British Land Company PLC
Shares"
Scrip Dividend Scheme
“Non-PID”
any dividend paid by the Company or a Scrip Dividend Alternative which is not a PID
"Ordinary Shares"
ordinary shares of 25p each in the capital of the Company
“PID”
has the meaning given to that term in Part D of this Scheme Document (see “Dividends paid by REITs
– PID/Non-PID”)
"Real Estate
a listed property company or group of companies which qualifies for and has elected into a tax regime
Investment Trust”
which exempts qualifying income and gains from qualifying property rental businesses in the UK and
or “REIT"
elsewhere from UK corporation tax
“REIT Group”
means the Company and other members of its group for the purposes of the REIT regime
"Record Date"
the date on which Ordinary Shares must be held in order for a Shareholder to be eligible to receive a
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declared dividend
"Relevant Dividend"
"Relevant Dividend
dividends proposed by the Company for which the Scrip Dividend Alternative is offered
a date on which the Relevant Dividend will be paidd
Payment Date"
“Relevant Value”
"Scheme Document"
has the same meaning and is calculated in the same manner as in Article 154(B) of the articles of
association of the Company
this document, as amended from time to time, which sets out the terms and conditions of The British
Land Company PLC Scrip Dividend Scheme
"Scrip Calculation
the average of the middle market quotations of an Ordinary Share, derived from the London Stock
Price”
Exchange Daily Official List, for the five consecutive business days commencing on the Ex-dividend
Date
"Scrip Dividend
the offer by the Company to Shareholders to receive shares instead of a cash dividend in respect of
Alternative"
Relevant Dividends pursuant to The British Land Company PLC Scrip Dividend Scheme.
"Scrip Statement"
the written statement delivered to each Shareholder who has joined The British Land Company PLC
Scrip Dividend Scheme on every occasion that the Scrip Dividend Alternative is offered, which sets out,
inter alia, details of the number of New Ordinary Shares issued to the Shareholder and the amount of
any Cash Balance carried forward to the next Scrip Dividend Alternative of the same type
“Shareholder”
a holder of Ordinary Shares
“Tax Exempt
has the meaning given to that term in Part D of this Scheme Document (see “Dividends paid by REITs
Business”
– PID/Non-PID”)
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PART D: TAX CONSIDERATIONS
General
The following statements are intended only as a general guide to certain UK tax considerations (and US federal income tax
considerations, where applicable) and do not purport to be a complete analysis of all potential UK (and US, where applicable)
tax consequences of electing to receive the Scrip Dividend Alternative. The following statements also do not consider the laws
or practices of countries other than the UK and the US. Shareholders are advised to consult their own professional advisers
concerning the tax consequences of electing to receive the Scrip Dividend Alternative. The following statements are based on
current UK and US legislation and on what is understood to be current practice of the relevant tax authorities as at the date of
this Scheme Document, which may change, possibly with retroactive effect. They only apply to Shareholders who are resident
for tax purposes in the UK except in so far as express reference is made to the treatment of US resident Shareholders and other
non-UK resident Shareholders, who hold Ordinary Shares as an investment and who are the absolute beneficial owners of both
their Ordinary Shares and any dividends paid on them. The tax position of certain categories of Shareholders who are subject to
special rules (such as persons receiving their New Ordinary Shares (or deemed to receive their New Ordinary Shares) in
connection with an employment or office, dealers in securities, insurance companies, trustees, and collective investment
schemes) is not considered. This summary also does not consider the position of Shareholders which are companies that are
beneficially entitled, directly or indirectly, to ten per cent. or more of the Company’s dividends or share capital or which control,
directly or indirectly, ten per cent. or more of the voting rights of the Company. Shareholders who are in any doubt about their
tax position are strongly recommended to consult their own professional advisers before taking any action.
DIVIDENDS PAID BY REITS – PID/NON-PID
As part of a REIT, UK resident REIT Group members and non-UK resident REIT Group members with a UK qualifying property
rental business no longer pay UK direct taxes on income and capital gains from their qualifying property rental business in the
UK and elsewhere (the “Tax Exempt Business”), provided that certain conditions are satisfied. Instead, as discussed below,
distributions relating to the Tax Exempt Business (as determined by the legislation), and in particular distributions required to
meet the minimum distributions requirements under the REIT rules, are treated for UK tax purposes as UK property income in
the hands of Shareholders. However, corporation tax is still payable in the normal way in respect of income and gains from the
Group’s business (generally including any property trading business) not included in the Tax Exempt Business. Dividends
relating to this business (as determined by the legislation) are treated for UK tax purposes as normal dividends (a “Non-PID”). A
dividend paid by the Company relating to profits or gains of the Tax Exempt Business of the members of the Group is referred to
in this document as a “PID”. Cash dividends may be paid as PIDs, Non-PIDs or a mixture of the two. Until the enactment of the
Finance (No. 3) Act 2010, a Scrip Dividend Alternative could not attract PID treatment. The provisions introduced by the
Finance (No. 3) Act 2010 now mean that PID treatment can apply to New Ordinary Shares issued in lieu of a cash dividend
where the Shareholder has elected to receive dividends in the form of New Ordinary Shares.
UK TAXATION TREATMENT OF PIDs
(a) Amount received by Shareholders
Shareholders who receive New Ordinary Shares to which PID treatment applies will be regarded as having received a PID equal
to the “cash equivalent” of the New Ordinary Shares. The cash equivalent of the New Ordinary Shares will be determined by
reference to the Scrip Calculation Price, unless the market value of the New Ordinary Shares on the first day of dealings on the
London Stock Exchange (the “Opening Value”) differs by 15 per cent. or more of that market value from the Scrip Calculation
Price, in which case the Opening Value will be used to determine the cash equivalent of the New Ordinary Shares for taxation
purposes. Where withholding tax applies, the cash equivalent is determined by grossing up the value of the New Ordinary
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Shares at the Scrip Calculation Price (or Opening Value if applicable) by reference to the withholding tax rate, currently 20 per
cent. This equates to multiplying the value of the New Ordinary Shares by 1.25.
When references are made below to a PID, the amount of that PID is (i) in the case of a PID in the form of New Ordinary
Shares, the cash equivalent (as determined pursuant to this paragraph) of the New Ordinary Shares and (ii) in the case of a
cash PID, the amount of that cash PID (before any applicable withholding tax).
(b) Taxation of UK resident individual Shareholders
(i) UK income tax
Subject to certain exceptions, a PID (whether paid in cash or in the form of New Ordinary Shares pursuant to a Scrip Dividend
Alternative election) will generally be treated in the hands of individual Shareholders as profit of a UK property business. A PID
is, together with any other property income distribution from any other UK REIT, treated as profit from a UK property business
separate from any other UK property business (a “different UK property business”) carried on by the relevant Shareholder. This
means that any surplus expenses from a Shareholder’s different UK property business cannot be off-set against a PID as part of
a single calculation of profits of the Shareholder’s UK property business.
Please see also paragraph (f) (Withholding tax) below.
(ii) UK capital gains tax
For UK capital gains tax purposes, a UK resident individual Shareholder who receives New Ordinary Shares in PID form will be
treated as having acquired those New Ordinary Shares for an amount equal to the cash equivalent. A subsequent disposal will
otherwise be subject to the capital gains tax regime in the normal way.
(c) Taxation of UK resident corporate Shareholders
(i) UK corporation tax
Subject to certain exceptions, a PID (whether paid in cash or in the form of New Ordinary Shares pursuant to a Scrip Dividend
Alternative election) will generally be treated in the hands of Shareholders who are within the charge to corporation tax as profit
of a UK property business. A PID is, together with any other property income distribution from any other UK REIT, treated as
profit from a UK property business separate from any other UK property business (a “different UK property business”) carried on
by the relevant Shareholder. This means that any surplus expenses from a Shareholder’s different UK property business cannot
be off-set against a PID as part of a single calculation of profits of the Shareholder’s UK property business.
Please see also paragraph (f) (Withholding tax) below.
(ii) UK corporation tax on chargeable gains
For UK corporation tax on chargeable gains purposes, a UK resident corporate Shareholder which receives New Ordinary
Shares in PID form will be treated as having acquired those New Ordinary Shares for an amount equal to the cash equivalent. A
subsequent disposal will otherwise be subject to the chargeable gains regime in the normal way.
(d) Taxation of UK resident pension fund Shareholders
(i) UK income/corporation tax
There will be no liability to tax in respect of the PID (whether paid in cash or in the form of New Ordinary Shares pursuant to a
Scrip Dividend Alternative election). The PID may be paid without withholding tax provided that the Shareholder completes and
submits to the Company the relevant form confirming its status.
Please see also paragraph (f) (Withholding tax) below.
(ii) UK capital gains tax
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UK resident pension fund Shareholders should not generally be subject to UK taxation on any chargeable gain arising on a
subsequent disposal of New Ordinary Shares in PID form.
(e) Taxation of non-UK resident (including US resident) Shareholders
When a non-UK resident Shareholder receives a PID (whether paid in cash or in the form of New Ordinary Shares pursuant to a
Scrip Dividend Alternative election), the PID will generally be chargeable to UK income tax as profit of a UK property business
and this tax will be collected by way of a withholding.
Please see also paragraph (f) (Withholding tax) below.
(f) Withholding tax
(i)
General
Subject to certain exceptions summarised at sub-paragraph (f)(vii) below, the Company is required to withhold tax at source at
the (current) rate of 20 per cent. from its PIDs (whether paid in cash or in the form of New Ordinary Shares pursuant to a Scrip
Dividend Alternative). In the case of a cash PID, the Company will provide Shareholders with a certificate setting out the gross
amount of the PID, the amount of tax withheld, and the net amount of the PID. If the PID is received by the Shareholder in the
form of New Ordinary Shares, instead of receiving a certificate, the Shareholder will receive a Scrip Statement that will set out
the cash PID foregone, the number of New Ordinary Shares issued to the Shareholder, details of the cash equivalent of the New
Ordinary Shares, the amount of any Cash Balance carried forward and the applicable withholding tax amount.
(ii) Withholding tax mechanics on PIDs paid in the form of New Ordinary Shares
Shareholders are referred to paragraph 4(B) in Part A of this Scheme Document for details of the withholding tax mechanics that
will apply in relation to PIDs paid in the form of New Ordinary Shares and for details of how the number of New Ordinary Shares
they will receive will be calculated.
(iii) UK resident individual Shareholders
Where tax has been withheld at source, individual Shareholders may, depending on their particular circumstances, be liable to
further tax on their PID at their applicable marginal rate, or be entitled to claim repayment of some or all of the tax withheld on
their PID. Basic rate individual taxpayers will have no additional tax to pay. Higher and additional rate individual taxpayers, who
are subject to tax at the rate of 40 per cent. and 50 per cent. respectively, will have additional tax to pay.
(iv) UK resident corporate Shareholders
Corporate Shareholders will be generally liable to pay corporation tax on their PID and if income tax is withheld at source, the
applicable withholding tax amount can be set against their liability to corporation tax or income tax which they are required to
withhold in the accounting period in which the PID is received. Corporate Shareholders may receive a PID without withholding
tax (see sub-paragraph (f)(vii) below).
(v) UK resident pension fund Shareholders
The PID may be paid without withholding tax provided that the Shareholder completes and submits to the Company the relevant
form confirming its status (see sub-paragraph (f)(vii) below).
(vi) Non-UK resident (including US resident) Shareholders
It is not possible for a non-UK resident Shareholder to make a claim under a double tax convention for a PID to be paid by the
Company gross or at a reduced rate. The right of the Shareholder to claim repayment of any part of the tax withheld from a PID
will depend on the existence and terms of any double tax convention between the UK and the country in which the Shareholder
is resident. Shareholders who are not resident in the UK for tax purposes should obtain their own tax advice concerning tax
liabilities on PIDs received from the Company. For US resident Shareholders, please see “US federal income taxation treatment
of PIDs/Non-PIDs for US resident Shareholders” below.
(vii) Exceptions to requirement to withhold income tax
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Shareholders should note that in certain circumstances the Company must not withhold income tax at source from a PID. These
include where the Company reasonably believes that the person beneficially entitled to the PID is a company (other than a “tax
elected fund”) that is either resident for tax purposes in the UK or resident outside the UK, trading through a permanent
establishment in the UK and required to bring the PID into account in computing its UK taxable profits, or is a charity. They also
include where the Company reasonably believes that the PID is paid to the scheme administrator of a registered pension
scheme, the sub-scheme administrator of certain pension subschemes, or the account manager of an Individual Savings
Account (ISA), in each case, provided the Company reasonably believes that the PID will be applied for the purposes of the
relevant scheme or account.
In order to pay a PID without withholding tax the Company will need to be satisfied that the Shareholder concerned is entitled to
that treatment. For that purpose the Company will require such Shareholders to submit either a completed “Beneficial Owner
Declaration of Eligibility for Gross PID Payments from UK REIT” form or a completed “Intermediary Declaration of Eligibility for
Gross PID Payments from UK REIT” form (copies of which may be obtained from the Company’s website
(www.britishland.com)). The relevant form must be lodged with Equiniti, no later than the Record Date for a dividend. For further
details about claiming exemption from withholding tax on a PID, please refer to the Company’s website. Shareholders should
note that the Company may seek recovery from Shareholders if the statements made in their claim form are incorrect and the
Company suffers tax as a result. The Company will, in some circumstances, suffer tax if its reasonable belief as to the status of
the Shareholder turns out to have been mistaken.
(g) Stamp duty/stamp duty reserve tax
No stamp duty or stamp duty reserve tax will normally be payable on the receipt of New Ordinary Shares pursuant to the Scrip
Dividend Alternative, although a 1.5 per cent. charge may arise if the New Ordinary Shares will be held through a clearance
service or depositary receipt arrangement. No stamp duty or stamp duty reserve tax will be payable on the receipt of a cash
PID. Following a recent European Court of Justice judgment, HMRC have confirmed that they will no longer seek to apply the
1.5 per cent. stamp duty reserve tax charge on an issue of shares into a clearance service or depositary receipt arrangement
within the EU, on the basis that the charge is not compatible with EU law. However, the judgment may have broader application
than HMRC currently accept. Accordingly specific professional advice should be sought before paying the 1.5 per cent stamp
duty or stamp duty reserve tax charge in any circumstances.
UK TAXATION TREATMENT OF NON-PIDs
The Company is not required to withhold tax when paying a Non-PID (whether in cash or in the form of New Ordinary Shares).
(a) Taxation of UK resident individual Shareholders
(i) UK income tax
A UK resident individual Shareholder who receives New Ordinary Shares in Non-PID form will be subject to tax on the amount
(the “gross amount”) which is equal to the “cash equivalent” of those New Ordinary Shares grossed up by income tax at the
dividend ordinary rate (currently 10 per cent.).
The cash equivalent of the New Ordinary Shares will be the amount of the cash dividend foregone, unless the market value of
the New Ordinary Shares on the first day of dealings on the London Stock Exchange (the “Opening Value”) differs by 15 per
cent. or more of that market value from the cash dividend foregone, in which case the Opening Value will be treated as the cash
equivalent of the New Ordinary Shares for taxation purposes. The cash equivalent will exclude any Cash Balance that is carried
forward.
The gross amount will be regarded as the top slice of the individual Shareholder’s income and the individual Shareholder will be
subject to tax on it as dividend income. The individual Shareholder will also generally be treated as having paid tax at the
dividend ordinary rate on the gross amount. Basic rate individual taxpayers will have no additional tax to pay. A higher ra te
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taxpayer will pay tax on the gross amount at the dividend upper rate (currently 32.5 per cent.) less the tax which the individual
Shareholder is treated as having paid at the dividend ordinary rate (an effective rate of 25 per cent.). An additional rate taxpayer
will pay tax on the gross amount at the rate of 42.5 per cent., less the tax the Shareholder is treated as having paid at the
dividend ordinary rate (an effective rate of approximately 36.1 per cent.).
A UK resident individual Shareholder who is not liable to income tax in respect of the gross amount will not be entitled to any
payment from HMRC in respect of any part of the tax that is deemed to have been paid.
The UK tax treatment of a UK resident individual Shareholder receiving a cash Non-PID dividend from the Company is broadly
the same as the preceding paragraphs, replacing references to the “cash equivalent” with reference to the actual cash Non-PID
dividend paid by the Company.
(ii) UK capital gains tax
A UK resident individual Shareholder receiving New Ordinary Shares in Non-PID form instead of a cash dividend will be treated
as having acquired those New Ordinary Shares for an amount equal to the cash equivalent. A subsequent disposal will
otherwise be subject to the capital gains tax regime in the normal way.
(b) Taxation of UK resident corporate Shareholders
(i) UK corporation tax
UK resident corporate Shareholders will not be liable to UK corporation tax on the receipt of New Ordinary Shares received in
Non-PID form in lieu of a cash dividend. UK resident corporate Shareholders should generally not be liable to corporation tax
on any cash Non-PID dividend and would not be able to claim repayment of any tax credit. While legislation in the Finance Act
2009 has removed the blanket exemption from corporation tax on dividends received by one UK resident company from another
such company, an exemption is generally available for dividends declared on “ordinary shares” which should apply to cash NonPID dividends paid by the Company on the Ordinary Shares.
(ii) UK corporation tax on chargeable gains
For the purposes of corporation tax on chargeable gains, no consideration will be treated as given for New Ordinary Shares
issued in Non-PID form in lieu of a cash dividend.
(c) Taxation of UK resident pension fund Shareholders
(i) UK income/corporation tax
There will be no liability to tax in respect of New Ordinary Shares issued in Non-PID form in lieu of a cash dividend.
Pension
fund Shareholders should not be liable to pay tax in respect of cash Non-PID dividends and would not be able to claim
repayment of the tax credit associated with them.
(ii) UK capital gains tax
Pension fund Shareholders should not generally be subject to UK taxation on any chargeable gain arising on a subsequent
disposal of New Ordinary Shares issued in Non-PID form in lieu of a cash dividend.
(d) Taxation of non-UK resident (including US resident) Shareholders
The Company is not required to withhold any tax when a non-UK resident Shareholder receives New Ordinary Shares in
NonPID form in lieu of a cash dividend or if he receives a cash Non-PID dividend. A non-UK resident Shareholder should not
have any more UK tax to pay in respect of the receipt of the New Ordinary Shares or a cash Non-PID dividend. No tax credit
will attach to New Ordinary Shares or the cash Non-PID dividend and no repayment claim can be made in respect thereof.
(e) Stamp duty/stamp duty reserve tax
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The stamp duty and stamp duty reserve tax implications of receiving New Ordinary Shares in Non-PID form in lieu of a cash
dividend are the same as the stamp duty and stamp duty reserve tax implications of receiving New Ordinary Shares in lieu of a
cash PID dividend (see paragraph (g) under the heading “UK taxation treatment of PIDs” above).
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US FEDERAL INCOME TAXATION TREATMENT OF PIDs/NON-PIDs FOR US RESIDENT SHAREHOLDERS
A US Shareholder that elects to receive New Ordinary Shares instead of a cash dividend to which either PID or Non-PID
treatment applies will be treated as receiving a distribution equal to the US Dollar value of the full amount of the Relevant
Dividend (including the amount applied to UK withholding tax, if any) at the spot exchange rate on the Relevant Dividend
Payment Date. A US Shareholder will be subject to US tax in respect of any such distribution in the same manner as ordinary
cash dividends paid to such US Shareholder by the Company.
US Shareholders will have a tax basis in New Ordinary Shares received equal to the US Dollar value at the spot exchange rate
on the Relevant Dividend Payment Date of the amount of pounds sterling applied to acquire the New Ordinary Shares received.
When a Cash Balance, if any, is subsequently applied to acquire New Ordinary Shares or paid to a US Shareholder, the US
Shareholder will have currency gain or loss in an amount equal to the difference between the US Dollar value of the Cash
Balance at the time the Cash Balance arose and the US Dollar value of the Cash Balance at the time it is applied to acquire
New Ordinary Shares or paid to the US Shareholder, in each case at the spot exchange rate on the relevant date. Currency
gain or loss will be US source ordinary income or loss. A US Shareholder will not be treated as having received an additional
distribution at the time a Cash Balance is applied to acquire New Ordinary Shares or paid to the US Shareholder.
Dividends distributed by the Company may be PIDs or Non-PIDs (see “Dividends paid by REITs – PID/Non-PID” above).
NonPIDs will not be subject to UK withholding tax. However, PIDs will be subject to withholding tax without regard to a US
resident
Shareholder’s possible eligibility for benefits under the US/UK double tax convention. A US resident Shareholder may be
entitled to claim a refund from HMRC of all or a portion of any UK taxes withheld upon a PID, provided (and to the extent that)
such US resident Shareholder is eligible to claim the benefits of the US/UK double tax convention. To the extent a US resident
Shareholder is not entitled to claim a refund from HMRC of any UK taxes withheld upon a PID, such US resident Shareholder
may be entitled to claim a credit for or deduction of such withholding taxes incurred against its US income tax liability otherwise
due. However, US resident Shareholders should be aware that the utilisation of US foreign tax credits is subject to certain
complex limitations under the Internal Revenue Code and applicable Treasury Regulations, and the availability of any foreign
tax credit will depend upon the US resident Shareholder’s tax classification as well as its particular circumstances. US resident
Shareholders are strongly urged to consult their tax advisors regarding their potential eligibility for a refund from HMRC of any
UK taxes withheld upon a PID and the procedures for applying for any such refund, as well as their potential eligibility to claim a
US foreign tax credit in respect of any UK taxes with respect to which they would not be entitled to a refund from HMRC, in light
of their particular circumstances.
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Buckley Deane Wakefield 8683