JSE reveals new Listing Requirements for SA REIT’s

Estienne De Klerk, Chairman of the SA REIT Association Committee says the REIT structure is in line with international best practice and having a globally understood structure will make our listed property sector much more attractive to foreign investors.

Bringing it in line with international standards, on 28 March 2013 the Johannesburg Stock Exchange (JSE) published new Listing Requirements that will facilitate the South African Real Estate Investment Trust structure.

The most active sector on the Johannesburg Stock Exchange (JSE), over the past twelve months with a market capitalisation of some R222 billion, South African listed property is poised undergo a significant change.

National Treasury formally published REIT tax legislation for South Africa on 25 October 2012.

Pronounced as “essay reet” in South Africa, the SA REIT will become a reality from 1 May 2013, after more than a six-year journey.

The SA REIT is one of the most flexible REIT regimes internationally and a significant development for South Africa’s publicly traded real estate sector.

Like existing listed property structures in South Africa, REITs own and operate income-producing commercial property and the SA REIT provides a simple, clear tax structure.

More than 25 countries in the world use a similar REIT model like the US, Australia, Belgium, France, Hong Kong, Japan, Singapore and the UK.

“Because the SA REIT dispensation provides many benefits, the foremost of which is tax certainty, it is likely that all qualifying South African listed property entities will make application to the JSE to become a REIT,” says Estienne De Klerk, Chairman of the SA REIT Association Committee and Executive Director of Growthpoint Properties.

This means there could be around 30 SA REITs by this time next year.

The JSE has indicated that while the effective date of the new REIT Listing Requirements is 1 May, early implementation by applicant issuers will be permitted.

“The REIT structure is in line with international best practice and having a globally understood structure will make our listed property sector much more attractive to foreign investors. The tax advantages of the new structure will also make the listed property sector much more attractive to local investors,” says Patrycja Kula Business Development Manager at the JSE. “When South African listed property funds convert to this system South Africa will be the eighth largest REIT market.”

The listed property sector, spearheaded by the SA REIT Association, actively campaigned for the SA REIT structure to align it with global best practices. It worked closely with National Treasury, South African Revenue Services, the FSB, JSE and Association of Property Unit Trusts to achieve this goal. The aim was to provide simplicity, transparency, flexibility and tax certainty.

“The SA REIT achieves all these goals,” says De Klerk. “It is an internationally recognised structure. It is flexible enough to adapt to various models while encouraging best-of-breed practices and creating tax certainty.”

What this means for existing listed property entities in South Africa:

De Klerk explains there are two forms of listed property investment entities in South Africa: property loan stocks companies (PLSs) and property unit trusts (PUTs). Both will be able to adopt a regulatory framework set out by the JSE and qualify to list on the REIT board of the JSE.

The structure is flexible and allows SA REITs to be managed internally or externally, and caters for different equity structures that may exist, such as A- and B- linked units of various property loan stock companies.

The JSE has set out simple rules to list as a REIT. First a SA REIT must own at least R300 million of property. It must keep its debt below 60% of its gross asset value. It must also earn 75% of its income from rental, or from property owned or investment income from indirect property ownership. It must have special measures in place to monitor risk and must not enter into derivative instruments that are not part of the ordinary course of business. Finally, a SA REIT must pay at least 75% of its taxable earnings available for distribution to its investors each year.

PLSs and PUTs will need to apply to the JSE to be listed on the REIT board, showing they comply with all the requirements and committing to the ongoing obligations, by 1 July 2013.

Once the PLS or PUT is listed as a REIT on the JSE it will be known as a ‘Company REIT’ or a ‘Trust REIT’, respectively. It will then qualify for the REIT tax dispensation provided under the new Taxation Legislation Amendment Bill Sec 25BB.

The SA REIT tax dispensation:

This new tax dispensation means a SA REIT can deduct all distributions paid to shareholders or linked unit holders as an expense. So, if a REIT pays all its distributable earnings to shareholders, it shouldn’t have to pay any tax. “It becomes a conduit for net property rental income and provides investors an investment alike to direct ownership of the underlying property,” says De Klerk.

When a SA REIT sells a property for it doesn’t have to pay Capital Gains Tax (CGT) on any profit from the sale. Also, shareholders of an SA REIT won’t pay Securities Transfer Tax (STT) on buying or selling SA REIT shares.

South African investors will receive gross distributions from a SA REIT without the 15% dividends tax being levied against the distribution. But investors will have to pay tax on the distributions at their applicable marginal income tax rate when they include it in their taxable income. This also provides investors the opportunity to use debt effectively to fund the acquisition of their REIT investment on a pre-tax basis.

If invested in SA REITs as part of a RA or pension, provident and preservation fund, investors effectively pay no tax on dividends.

Foreign shareholders of SA REITs will be levied a dividend withholding post 1 January 2014 – the current rate is 15% or the applicable double tax agreement rate could apply. 

Investor impacts:

To the extent that the existing investor invests in a new SA REIT, De Klerk says nothing will change in practice for investors.

For property loan stock company shareholders, the only difference is the nature of the company’s distributions the investor receives. When the company becomes a REIT, these distributions will change from ‘interest’ to ‘rental income’, in the form of a taxable dividend.

“Existing investors in a PLS should have the opportunity to vote in a general meeting on the resolutions needed for the company to list as a REIT on the JSE,” says De Klerk. “Once the company is listed as REIT, shareholders will be notified. There’ll be no further impact on investors.”

For existing investors in PUTs, there will be no impact. From 1 May 2013, these property unit trusts are automatically considered a ‘Trust Reit’ and listed on the JSE REIT board.

Performance

“There will be no direct impact on the performance of converting listed property counters,” confirms De Klerk. “Importantly, there is no entry tax charge for converting to the SA REIT.”

The listed property asset class has notched up stand-out performance in South Africa over the past 10 years. It has outperformed all other local asset classes - equity, cash and bonds - and also outperformed REITs from the developed world.

Should all eligible SA listed property entities be listed as per the SA REIT requirements, it is expected to place South Africa in the top 10 REIT jurisdictions in the world. This will put the sector more firmly on the radar of international investors and boost its representation on global REIT indices.

“What makes listed property a distinctive investment class is that it gives investors two ways to beat inflation – capital investment growth and regular rental income distributions,” explains De Klerk. “This also makes it an important diversifier in any investment portfolio.”

The advent of the SA REIT will also help investors to measure up the different SA REITs. De Klerk says: “The new sector umbrella body, the SA REIT Association, is compiling best practice accounting disclosure and reporting standards. This will improve disclosure in the sector, and make it easier for accurate comparison of different SA REIT counters.”