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Dividend Declaration and Change to Dividend Rate
ASTRAPAK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/009169/06)
(Income tax number: 9513/681/71/9)
ISIN: ZAE000087201
Share Code: APKP
(“Astrapak” or “the Company”)
DIVIDEND DECLARATION IN RESPECT OF 365.452 CENTS PER NON-REDEEMABLE,
NON-PARTICIPATING, CUMULATIVE ASTRAPAK PREFERENCE SHARES AND CHANGE
TO THE PREFERENCE DIVIDEND RATE
1. DIVIDEND DECLARATION
Holders ("preference shareholders") of non-redeemable, non-
participating, cumulative preference shares in Astrapak (“preference
shares”) are advised that the salient dates for the twelfth dividend
declaration in respect of the preference shares, in the gross amount
of 365.452 cents per preference share for the period between 1 April
2012 and 8 October 2012, will be as follows:
Last day to trade Friday, 28 September 2012
Shares commence trading “ex” the
preference share dividend from the
commencement of business on Monday, 1 October 2012
Record date Friday, 5 October 2012
Payment date of the preference share
dividend Monday, 8 October 2012
Certificated preference shareholders may not dematerialise or
rematerialise their preference share certificates, between Monday,
1 October 2012 and Friday, 5 October 2012, both days inclusive.
The dividend has been declared from income reserves and no secondary
tax on companies’ credits has been used.
A dividend withholding tax of 15% will be applicable to all
shareholders who are not exempt. The net dividend thus amounts to
[310,6342 cents per share].
The issued share capital at the declaration date is 1,500,000
preference shares.
In the event that there is a change to the prime rate between the
preference share dividend declaration date (“the dividend declaration
date”) and the preference share dividend payment date (“the dividend
payment date”), the prevailing prime rate at the dividend declaration
date will be applied from the dividend declaration date to the
dividend payment date.
The effect of the aforementioned will be that the preference share
dividend will not be adjusted for any changes in the prime rate
between the dividend declaration date and the dividend payment date.
2. ADJUSTMENT TO THE DIVIDEND DECLARED ABOVE
Holders of ordinary shares in Astrapak and the preference
shareholders will be asked, at separate meetings expected to be held
on or about 28 September 2012, to approve by way of a special
resolution certain amendments to the Memorandum of Incorporation of
the Company ("MOI"). If these amendments are approved as
aforementioned and once such amendments to the Company's MOI have
been filed in the prescribed manner with the Companies and
Intellectual Properties Commission –
- the preference dividend rate will be increased from 80% to 88.89%
for the reasons mentioned under the heading "additional information";
and
- a once off special preference dividend of 38.799 cents will be
declared as soon as reasonably possible after such filing has been
completed and will be paid to holders of preference shares on or
before the next "preference dividend payment date" (as defined in the
MOI) in order to place the preference shareholders in the same
position they would have been in had this special preference dividend
also been paid on 8 October 2012.
3. ADDITIONAL INFORMATION
Pursuant to an announcement by the Honorable Minister of Finance on
20 December 2011 that secondary tax on companies ("STC") will be
abolished, a new withholding tax on dividends ("DWT") was introduced
with effect from 1 April 2012. DWT is payable at the rate of 15% on
the amount of any dividend paid or payable by a company other than a
headquarter company.
The result of the introduction of DWT is that the net tax obligation
will shift from the Company to Preference Shareholders as STC
(payable by a company) was replaced by DWT (payable by the
preference shareholders pursuant to the payment of a dividend by the
Company). In practice, the amendment will result in a regulated
intermediary, or the Company, being obliged to withhold the DWT on
behalf of the preference shareholders on the basis that the
preference shareholders will receive the preference dividend net of
tax.
A number of exemptions apply in respect of the liability for the
payment of DWT, including, inter alia, dividends paid to a resident
company, pension and provident funds and the like. Should the
exemptions not apply, the introduction of DWT has resulted in the
preference shareholders being prejudiced in the sense that they will
receive a smaller amount than they would previously have received
(tax free), if the dividend on the preference shares is not adjusted
as proposed above.
The provisions of the MOI relating to the preference shares do not
adequately cater for the introduction of DWT. Accordingly, the MOI
will have to be amended to allow the Company to adjust the dividend
to the preference shareholders so as to ensure that preference
shareholders are not prejudiced (as aforesaid) as a result of the
introduction of DWT. In adjusting the dividend rate, cognisance is
also taken of the net after tax benefit that the Company will enjoy
as a result of no longer being liable for STC.
The Company proposes grossing up the dividends to be paid to the
preference shareholders by increasing the Preference Dividend Rate
(as such term is defined in the MOI) from 80% to 88.89%, thereby
passing on the net after tax benefit that the Company enjoys as a
result of the abolition of STC to the preference shareholders.
Due to the fact that STC has now been abolished and DWT has been
implemented, the provisions contained in articles 74.4.2 and 74.4.10
of the MOI (which attempted to cater for such a scenario) are no
longer applicable, and will accordingly be deleted.
Denver
07 September 2012
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 07/09/2012 10:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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