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MSP - Mas Plc - Confirmation of notice of interim dividend
MAS PLC
Previously Mergon Property Holdings Limited
(Incorporated in the Isle of Man)
(Registration number 2893V)
Share code: MSP
ISIN: IM00B4LFGH00
("MAS" of "the Company")
CONFIRMATION OF NOTICE OF INTERIM DIVIDEND
Shareholders are hereby advised that the Company has today posted out a notice
to shareholders regarding the maiden interim dividend declared by the Company
for the year ending 28 February 2011. The content of the aforementioned
notice is, for ease of reference of shareholders, set out below and includes
the expected timetable of key events in regard to the aforementioned dividend:
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take you are recommended
to consult your csdp, stockbroker, banker, legal adviser, accountant or other
professional adviser immediately. if you have disposed of your shares in MAS
plc, then this document, together with the accompanying election forms, should
be forwarded to the purchaser of your shares, or his broker / CSDP / agent or
banker through whom you have disposed your shares.
21 December 2010
Dear Shareholder,
MAIDEN INTERIM DIVIDEND FOR THE YEAR ENDING 28 FEBRUARY 2011
1 INTERIM DIVIDEND
1.1 The board of directors (the "Board") of MAS plc (the "Company") announced
on 30 November 2010 the maiden interim dividend of 2.05 euro cents per
share for the year ending 28 February 2011.
1.2 This dividend is funded out of distributable core income earned during
the six month period to 31 August 2010, which is the key metric for the
determination of dividends (illustrated further in the supplementary page
to the financial statements for the six-months ended 31 August 2010). A
copy of the financial statements can be obtained by visiting our website
at www.masplc.com.
1.3 In the first half of the current financial period, the distributable core
income totalled an amount of EUR 397,902, being approximately 2.1% of the
share issue price. This performance is all the more satisfying in the
context of the performance drag that results from the unspent investment
capital from the second capital raise that has as yet not been allocated
to acquisitions.
2 TERMS OF DIVIDEND AND SCRIP DIVIDEND
2.1 Shareholders recorded in the members` register of the Company at the
close of business on Thursday 6 January 2011 , (European Register) and on
Friday 7 January 2011, (South African Register) being the record dates,
will receive the dividend funded out of distributable core income
earnings in respect of the six months ended 31 August 2010.
2.2 The Board has decided to offer shareholders the opportunity to elect to
receive new shares in the Company ("New Shares") credited as fully paid
in lieu of cash in respect of the proposed interim dividend for the year
ending 28 February 2011. The New Shares will be issued at EUR1.00 per
share and when issued, will rank pari passu in all respects with the
existing shares including the right to rank for all dividends declared
after the date of issue.
2.3 Shareholders holding their shares on the AltX market should note that the
exchange rate for converting their dividend entitlement from Euro to Rand
will be the closing spot exchange rate on Wednesday 29 December 2010, and
will be announced on the LuxSE website and SENS on Thursday 30 December
2010. The number of New Shares to be issued to shareholders electing to
receive shares in lieu of cash will be calculated accordingly.
2.4 All elections will be subject to the fulfilment of the conditions
specified herein and in the accompanying Election Forms. The election
may be made by shareholders in respect of the whole of their
shareholdings only. Nominee Shareholders are permitted to make elections
on part of their shareholding.
2.5 If you wish to take your interim dividend in cash you need take no
action.
2.6 Shareholders who wish to elect for the dividend to be applied to fund the
issue of new shares and thereby receiving the interim dividend in the
form of New Shares in lieu of cash, should do so by completing the
enclosed Election Form at appendix 1 (for European shareholders) or
appendix 2 (for South African shareholders).
2.7 The Election Forms must be received by the Company`s Registrars/Transfer
Secretaries by no later than 11:00 (CET) 12:00 (South Africa Standard time)
on Friday 7 January 2011 at the following addresses:
European Certificated The Registrar, Computershare Investor
shareholders Services (IOM) Limited c/o Queensway
House, Hilgrove Street, St Helier, Jersey,
Channel Islands JE1 1ES
Uncertificated Your Broker will follow the CREST
Procedures and complete a Dividend-
Election Input Message on your behalf.
South Certificated Transfer Secretaries, Computershare
African Investor Services (Pty) Limited, Ground
shareholders Floor, 70 Marshall Street
Johannesburg, South Africa, 2001 (PO Box
61763, Marshalltown 2107)
Dematerialised Dematerialised shareholders must not
complete the Election Form, but should
instruct their CSDP or broker with regard
to their election timeously in terms of
the custody agreement entered into between
them and their CSDP or broker
2.8 Trading in the electronic environment does not permit fractions and
fractional entitlements therefore, where a shareholder makes an election
for the dividend to be applied to fund the issue of shares, thereby
receiving New Shares in lieu of cash, any entitlement which results in a
fractional share of 0.5 and above shall be rounded up and any entitlement
which results in a fractional share of less then 0.5 shall be rounded
down to the nearest one whole New Share.
3 POSTING OF DIVIDEND CHEQUES, SHARE CERTIFICATES AND CREDITING OF CREST,
CSDP OR BROKER ACCOUNTS
Dividend cheques and share certificates, where applicable, will be
dispatched by ordinary post and registered post, respectively, to the
certificated shareholders, at the risk of such shareholders, on or about
Thursday, 13 January 2011 to their registered addresses or in accordance
with instructions given to the transfer secretaries. Uncertificated
shareholders` CREST accounts and dematerialised shareholders` CSDP or
broker accounts will be credited on Thursday, 13 January 2011.
4 LISTING OF AND TRADING IN NEW SHARES
4.1 Application will be made to the LuxSE and the JSE to list such number of
New Shares as were taken up by the shareholders following the election
for the dividend to be applied to fund the issue of New Shares in respect
of the dividend for the year ending 28 February 2011, with effect from
the commencement of business on 13 January 2011. The maximum number of
New Shares that may be issued in terms of the interim dividend for the
year ending 28 February 2011 is 390,000 shares, should all shareholders
elect for the dividend to be applied to fund the issue of New Shares in
lieu of cash. These shares will rank pari passu in all respects with the
shares currently in issue in the Company.
4.2 The New Shares will only be allotted and issued to the shareholders on
listing date of the New Shares and will only be issued on market as
listed shares. Shareholders will therefore not be able to trade the New
Shares prior to the listing date, Thursday 13 January 2011.
5 TAX IMPLICATIONS
5.1 The interim dividend of 2.05 euro cents per share will be paid to
shareholders gross of any tax liability. All shareholders are encouraged
to consult their professional tax advisors with regard to their
individual tax liability.
5.2 The following is a summary of certain South African tax consequences
relating to the interim dividend relevant to residents of South Africa
for tax purposes. This information is not a substitute for independent
advice pertaining to your particular circumstances as a shareholder. It
is intended as a general guide only, and is based on current South
African tax legislation and practice in force as at the date of this
document. It relates to your position as a shareholder, assuming that
you are the absolute beneficial owner of the shares, that you own such
shares as long-term capital investments and that any dividends payable to
you are paid as and when they become due and payable. Currency
conversion and currency gains/losses are not covered. If you are in any
doubt as to your tax position you should consult your own tax adviser.
5.3 South African tax-resident shareholders who will receive New Shares:
5.3.1 As the dividends will firstly accrue to you, you will receive a
foreign dividend for South African tax purposes. As the
Company is dual listed as contemplated by South African tax
legislation, the foreign dividend will be exempt from tax in
South Africa.
5.3.2 South African tax-resident corporate shareholders will not
qualify for a credit equal to the dividend received when
calculating their position in terms of the secondary tax on
companies.
5.3.3 The exercise of the election to utilise the dividend to
subscribe for shares in the Company will not have a South
African tax implication.
5.3.4 Going forward, your base cost for South African capital gains
tax purposes in the Company will be increased by the amount of
the dividend.
5.4 South African tax-resident shareholders who will receive cash:
5.4.1 You will receive a foreign dividend for South African tax
purposes. As the Company is dual listed as contemplated by
South African tax legislation, the foreign dividend will be
exempt from tax in South Africa.
5.4.2 South African tax-resident corporate shareholders will not
qualify for a credit equal to the dividend received when
calculating their position in terms of the secondary tax on
companies.
6 EXCHANGE CONTROL
6.1 In line with the Exchange Control approval obtained from the South
African Reserve Bank, the New Shares will only be allotted and
issued to the shareholders on listing date of the New Shares and
will only be issued on market as listed shares. The trade in New
Shares subsequent to listing may only be done in terms of the
Exchange Control Regulations.
6.2 In terms of the Exchange Control Regulations of South Africa:
6.2.1 In the case of certificated shareholders:
(a) any share certificates that might be issued to non-
resident shareholders will be endorsed "Non-
resident";
(b) any new share certificates and dividend payments
based on emigrants` shares controlled in terms of the
Exchange Control Regulations will be forwarded to the
authorised dealer in foreign exchange controlling
their blocked assets. The election by emigrants for
the above purpose must be made through the authorised
dealer in foreign exchange controlling their blocked
assets. Such new share certificates will be endorsed
"Non-resident"; and
(c) distribution payments due to non-residents are freely
transferable from South Africa. In respect of all
non-residents of the common monetary area, comprising
South Africa, the Republic of Namibia and the
Kingdoms of Lesotho and Swaziland, the dividend
payments due will be sent to the registered address
of the shareholder concerned or in accordance with
instructions given to the transfer secretaries.
6.2.2 In the case of dematerialised shareholders:
(a) any shares issued to emigrants from the common
monetary area and all other non-residents of the
common monetary area, will be credited to their CSDP
or broker`s account and a "non-resident`` annotation
will appear in the CSDP or broker`s register;
(b) any distribution paid to an emigrant from the common
monetary area, will be credited to their CSDP or
broker`s accounts which will arrange for the same to
be credited directly to the shareholder`s blocked
Rand account held by that shareholder`s authorised
dealer and held to the order of that authorised
dealer; and
(c) any dividend paid to non-resident shareholders who
are not emigrants from the common monetary area, will
be credited directly to the bank accounts nominated
for the relevant shareholders, by their duly
appointed CSDP or broker.
6.2.3 Non-resident and emigrant dematerialised shareholders will
have all aspects relating to Exchange Control managed by
their CSDP or broker.
7 EXPECTED TIMETABLE OF KEY EVENTS
Dividend Announcement on LuxSE and JSE SENS Tuesday, 30 November
Letter and form of election posted to Tuesday, 21 December
shareholders
Announcement of Euro to Rand conversion rate Thursday, 30 December
Last day to trade on the LuxSE and JSE in order Friday, 31 December
to be eligible for the interm dividend
Trading commences ex-dividend on the LuxSE and Monday, 3 January
JSE
Record Date for shareholders recorded on the Thursday, 6 January
European Register
Record Date for shareholders recorded on the Friday, 7 January
South African Register
Closing date for receipt of completed dividend Friday, 7 January
Election Forms by no later than 11:00 (CET) 12:00
(South Africa Standard Time)
Issue and listing date of New Shares on or around Thursday, 13 January
CREST CSDP and broker accounts credited with New Thursday, 13 January
Shares
Dispatch of cheques and share certificates for Thursday, 13 January
New Shares
Announcement on LuxSE website and SENS of the Friday, 14 January
amount of New Shares issued
Share certificates may not be dematerialised or rematerialised between Monday,
3 January 2011 and Friday, 7 January 2011, both days included and transfer
between the registers may not take place during that period.
For further information please contact:
Helen Cullen, Company Secretary, MAS plc
Telephone: +44 1624 625 000
David Tosi, PSG Capital (Pty) Ltd, South African Sponsor
Telephone: +27 21 887 9602
Herman Troskie, M Partners, Luxembourg
Telephone: +352 263 868
21 December 2010
Isle of Man
Sponsor
PSG Capital (Pty) Limited
Date: 21/12/2010 14:00:06 Supplied by www.sharenet.co.za
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