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Notice to Greenbay shareholders in respect of an election to receive either a cash dividend or a scrip dividend
GREENBAY PROPERTIES LTD
(Incorporated in the Republic of Mauritius on 14 August 2014)
(Registration number C124756 C1/GBL)
SEM share code: GFP.N0000
JSE share code: GRP
ISIN: MU0461N00007
(“Greenbay” or “the Company”)
NOTICE TO GREENBAY SHAREHOLDERS IN RESPECT OF AN ELECTION TO RECEIVE EITHER A CASH DIVIDEND OR A SCRIP DIVIDEND
CASH DIVIDEND OR SCRIP DIVIDEND
As announced on Tuesday, 21 November 2017, shareholders are advised that the board of directors (“the board”) of Greenbay has
declared a final dividend of 0.236 EUR cents per share in respect of the six months ended 30 September 2017 (“cash dividend”).
The board intends offering shareholders the election to receive, in respect of all or a part of their Greenbay shareholding, either
a scrip dividend by way of an issue of new Greenbay shares (“scrip dividend”) or a cash dividend.
The cash dividend will be paid to shareholders unless shareholders elect to receive the scrip dividend.
Should a shareholder validly elect the scrip dividend, the number of shares to which shareholders are entitled will be determined
with reference to the scrip dividend ratio that 0.236 EUR cents per share bears to the reference price. For shareholders on the
South African register, the reference price will be up to a 7% discount to the spot price or the five-day volume weighted average
traded price of Greenbay shares traded on the JSE Limited (“JSE”) (less the amount of the cash dividend), up to and including the
day prior to the finalisation date. For shareholders on the Mauritian register, the reference price will be up to a 7% discount to
the spot price or the five-day volume weighted average traded price of Greenbay shares traded on the Stock Exchange of Mauritius
Ltd (“SEM”) (less the amount of the cash dividend), up to and including the day prior to the finalisation date. The reference price
will be announced on the finalisation date, which will be no later than Tuesday, 5 December 2017 (by 11:00 South African time
and by 13:00 Mauritian time).
The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in Greenbay and to retain
balance sheet flexibility.
The cash dividend will be payable to shareholders out of the Company’s distributable earnings.
As at the date of this announcement, the Company has 9 322 176 525 ordinary shares of no par value in issue.
A circular to Greenbay shareholders (“the circular”) in respect of the election being offered to receive either the cash dividend or
the scrip dividend, together with an election form, will be posted to shareholders today, Friday, 24 November 2017, and will be
available on the Company’s website at www.greenbayprop.mu from today, Friday, 24 November 2017. Copies of the circular may also be
obtained at the Company’s South African transfer secretaries, Link Market Services South Africa Proprietary Limited, 13th Floor,
Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001, South Africa, and from the company secretary, Intercontinental
Trust Limited, Level 3, Alexander House, 35 Cybercity, Ebene 72201, Mauritius from Friday, 24 November 2017 to Friday, 15 December 2017,
during business hours. Terms defined in the circular shall bear the same meaning in this announcement.
SALIENT DATES AND TIMES
FOR SHAREHOLDERS ON THE SOUTH AFRICAN SHARE REGISTER
2017
Circular posted and announced on SENS on Friday, 24 November
Announcement of conversion rate, scrip dividend reference price and entitlement ratio Tuesday, 5 December
released on SENS on or before
Last day to trade on the JSE in order to be eligible for the cash dividend or alternatively Tuesday, 12 December
the scrip dividend on
Shares commence trading ex-dividend or scrip dividend on the JSE on Wednesday, 13 December
Record date for shareholders recorded on the South African share register Friday, 15 December
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 15 December
Announcement on SENS of the amount of new Greenbay shares issued on Tuesday, 19 December
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts Wednesday, 20 December
credited/updated and new Greenbay shares listed on the JSE on
Notes:
1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change.
Any changes will be released on SENS.
2. Greenbay shareholders are referred to page 3 of the circular for information on the action required to be taken by them.
3. Shareholders should note that new Greenbay shares should not be traded until the new Greenbay shares are issued or reflect in
their accounts with their CSDP or broker on Wednesday, 20 December 2017.
4. Share certificates may not be dematerialised or rematerialised between Wednesday, 13 December 2017 and Friday, 15 December 2017
both days inclusive.
5. Transfers of shares between sub-registers in South Africa and Mauritius may not take place between Tuesday, 5 December 2017 and
Friday, 15 December 2017 both days inclusive.
6. Shareholders on the South African share register who do not elect to receive the scrip dividend will receive a cash dividend in
South African Rand, based on the exchange rate to be obtained by the company on Tuesday, 5 December 2017.
FOR SHAREHOLDERS ON THE MAURITIAN SHARE REGISTER
2017
Circular posted on Friday, 24 November
Announcement of conversion rate, scrip dividend reference price and entitlement ratio Tuesday, 5 December
released on the SEM website on or before
Last day to trade on the SEM in order to be eligible for the cash dividend or alternatively Tuesday, 12 December
the scrip dividend on
Shares commence trading ex-dividend or scrip dividend on the SEM on Wednesday, 13 December
Record date for shareholders recorded on the Mauritian share register Friday, 15 December
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 15 December
Announcement on the SEM website of the amount of new Greenbay shares issued on Tuesday, 19 December
Payment of cash dividend, CDS accounts credited and new Greenbay shares listed on Wednesday, 20 December
the SEM on
Notes:
1. All dates and times quoted above are local dates and times in Mauritius. The above dates and times are subject to change.
Any changes will be released on the SEM website.
2. Greenbay shareholders are referred to page 3 of the circular for information on the action required to be taken by them.
3. Dematerialised shareholders should note that new Greenbay shares should not be traded until the new Greenbay shares reflect
in their CDS accounts with their stockbroker.
4. Transfers of shares may not take place between sub-registers in South Africa and Mauritius between Tuesday, 5 December 2017
and Friday, 15 December 2017 both days inclusive.
5. Shareholders on the Mauritian share register who do not elect to receive a scrip dividend will receive a cash dividend in EUR.
TAX IMPLICATIONS
South African resident shareholders
The receipt of the cash dividend or electing to receive the scrip dividend may have tax implications for shareholders.
For those South African resident shareholders receiving the cash dividend, such amount will be regarded as a foreign dividend and
may be subject to South African dividends withholding tax at a rate of 20%, unless an exemption as set out in the South African tax
legislation applies.
The receipt of new Greenbay shares by South African resident shareholders should not be classified as a dividend or a foreign
dividend for South African tax purposes and accordingly, South African dividends withholding tax should not be levied on the new
Greenbay shares. However, the legislation in this regard is complex and its implementation is uncertain. Accordingly, shareholders
should seek independent professional tax advice.
Greenbay shareholders are advised to consult their professional advisors regarding the tax consequences of the cash dividend and
the scrip dividend or should they be in any doubt as to the appropriate action to take.
In terms of the JSE Listings Requirements regarding dividends withholding tax in South Africa, the following additional information
is disclosed:
- there is no withholding tax payable in Mauritius.
Shareholders residing outside South Africa
The receipt of the cash dividend or electing to receive the scrip dividend may have tax implications for shareholders who are resident
in Mauritius or other countries and such shareholders are advised to obtain appropriate advice from their professional advisors in
this regard.
FRACTIONS
The allocation of new Greenbay shares will be such that shareholders who elect to receive the scrip dividend will not be allocated a
fraction of a new Greenbay share and as such any entitlement to receive a fraction of a new Greenbay share which:
- is less than one-half of a new Greenbay share, will be rounded down to the nearest whole number; and
- is equal to or greater than one-half of a new Greenbay share but less than a whole new Greenbay share, will be rounded up to
the nearest whole number.
By order of the Board.
24 November 2017
The Company has a primary listing on the Official Market of the SEM and the Main Board of the JSE.
JSE sponsor
Java Capital
+27 11 722 3050
SEM Authorised representative and Sponsor
Perigeum Capital
+230 402 0890
Company Secretary
Intercontinental Trust Ltd
+230 403 0800
This notice is issued pursuant to JSE Listings Requirements, SEM Listing Rules 11.3 and Rule 5(1) of the Securities (Disclosure
Obligations of Reporting Issuers) Rules 2007.
The Board of Directors of Greenbay Properties Ltd accepts full responsibility for the accuracy of the information contained in this
announcement.
Date: 24/11/2017 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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