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Redemption of preference shares and declaration of preference dividend no. 38
Clover Industries Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/030429/06)
Income tax number: 9657/002/71/4
Ordinary Share code: CLR ISIN No: ZAE000152377
Preference Share code: CLRP ISIN No: ZAE000152385
(“Clover” or “the Company”)
REDEMPTION OF PREFERENCE SHARES AND DECLARATION OF PREFERENCE
DIVIDEND NO. 38
Shareholders are advised that Clover has 100 000 000 cumulative redeemable preference
shares with a par value of 10 cents each in its authorised share capital (“Preference Shares”),
of which 89 442 022 Preference Shares are in issue and listed on the main board of the
exchange operated by the JSE Limited. Holders of Preference Shares are hereby advised
that, in terms of its Memorandum of Incorporation (“MOI”), Clover is obliged to redeem all of
the issued Preference Shares on 3 June 2013 by way of a cash payment in accordance with
the provisions of the MOI (“Redemption”).
As stated in the MOI, the redemption amount that will become payable to each holder of a
Preference Share pursuant to the Redemption will equal the sum of:
- the Deemed Capital Value of the Preference Shares (being R2.90 per Preference Share,
in terms of the MOI); plus
- the aggregate amount of all unpaid Accumulated Preference Dividends in respect of that
Preference Share; plus
- without duplication, an amount equal to the Preference Dividend that should be calculated
on a Preference Share in terms of the provisions of clause 2.3.2 of the MOI in respect of
the Uncompleted Dividend Period (see amount referred to under the heading “dividend
declaration” below).
For the avoidance of doubt, shareholders are advised that the “Uncompleted Dividend Period”
is defined as the period from the last Preference Dividend Date until and including the
Redemption Date, if the Redemption Date falls on any day other than the last day of March,
June, September and December of each year while the Preference Shares are in issue.
Therefore, the redemption amount payable to each holder of a Preference Share pursuant to
the Redemption will be R2.90 plus the amount referred to under the heading “dividend
declaration” below.
Please note that a further announcement dealing with the funding of the Redemption and the
potential tax implications relating thereto will be published on Monday, 13 May 2013
The terms relating to the Redemption, which were approved by holders of Preference Shares,
are contained in the Company's MOI, which is available for inspection at Clover's registered
office from the date of the announcement until the date of the Redemption.
Shareholders are advised that a circular pertaining to the Redemption will not be posted to
them in accordance with paragraph 11.34 of the Listings Requirements of the JSE Limited,
because Clover received an exemption from having to post such a circular (as contemplated
in paragraph 11.35 of the Listings Requirements of the JSE Limited) from the JSE Limited
dated 7 May 2013.
Dividend declaration
Notice is hereby given that a pro-rata gross preference dividend has been declared, at a rate
of 99% of the average prime rate, for the period ending 3 June 2013, payable in South African
currency, on 3 June 2013, which amounts to 4,47955 cents per Preference Share for this
period (“Preference Dividend”).
The Preference Dividend has been declared from income reserves and STC credits have
been, or will be, used in paying the Preference Dividend.
Clover will be required to withhold dividend withholding tax of 15% on the amount of the
Preference Dividend from all shareholders who do not qualify for an exemption under South
African tax law. The amount of the Preference Dividend net of dividend withholding tax equals
3,80762 cents per Preference Share.
The issued Preference Share capital at the declaration date is 89 442 022 Preference Shares.
Salient dates
Accordingly, the salient dates in respect of the Redemption and the payment of the
Preference Dividend are as follows:
2013
Last day to trade to be eligible for the Redemption and the
Preference Dividend on Friday, 24 May
Suspension of listing of Preference Shares on the JSE trading
system with effect from commencement of business on Monday, 27 May
Record date for the Redemption and payment of the Preference
Dividend on Friday, 31 May
Payment date on Monday, 3 June
Termination of listing of Preference Shares on the JSE trading
system with effect from commencement of business on Tuesday, 4 June
Shares certificates in respect of the Preference Shares may not be dematerialised or
rematerialised after Friday, 24 May 2013.
Certificated Preference Shareholders must deliver their documents of title and completed
surrender forms, which will be posted to all holders of Preference Shares on Monday, 13 May
2013, to the transfer secretaries, Computershare Investor Services Proprietary Limited at 70
Marshall Street, Johannesburg, 2001 (P.O. Box 61763, Sandton, 2146), for them to be able to
receive the Redemption Amount. Holders of Preference Shares in dematerialised form will be
paid the Redemption Amount through the normal payment method and will not be required to
deliver their documents of title and completed surrender forms to the transfer secretaries,
Computershare Investor Services Proprietary Limited. The surrender will be done
automatically by the shareholder’s CSDP or broker.
Johannesburg
10 May 2013
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisors
Werksmans Incorporated
Date: 10/05/2013 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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