To view the PDF file, sign up for a MySharenet subscription.

REUNERT LIMITED - Redemption and delisting of all 350 000 issued 5,5% cumulative preference shares of R2,00 each

Release Date: 05/06/2013 07:30
Code(s): RLO RLZP     PDF:  
Wrap Text
Redemption and delisting of all 350 000 issued 5,5% cumulative preference shares of R2,00 each

Reunert Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1913/004355/06
ISIN: ZAE000057428
Ordinary share code: RLO
Preference share code: RLZP
(“Reunert” or “the Company”)

REDEMPTION A N D   DELISTING    OF ALL 350 000 ISSUED 5,5%
CUMULATIVE PREFERENCE SHARES OF R2,00 EACH (“PREFERENCE
SHARES”) IN THE ISSUED CAPITAL OF THE COMPANY

1. Introduction

   Shareholders of Reunert Preference Shares (“Preference Shareholders”) are advised that the
   Company has resolved to redeem all the Preference Shares in accordance with Article 3.1.2.5.5
   of the Company’s Memorandum of Incorporation (“Redemption”). The Preference Shares will be
   redeemed for R2.10 per Preference Share (“the Redemption Consideration”) totalling R735 000
   for the 350 000 Preference Shares and will thereafter be delisted from the JSE Limited.

2. Rationale

  The Preference Shares have traded minimally over the last two years and the dividend
  payable to Preference Shareholders has, in real terms, reduced to such a level as to be of
  very little benefit to Preference Shareholders. The preference dividend is currently 11 cents
  per Preference Share per annum. Preference Shareholders receive an aggregate of
  R38 500 per annum on the existing 350 000 Preference Shares. The preference dividend is
  subject to the payment of dividend withholding tax which further erodes the benefit to
  Preference Shareholders.

  The Redemption is further supported by the fact that the Company is not maintaining the JSE
  Listings Requirements’ requisite spread of preference shareholders, being a minimum of 50
  public shareholders, excluding employees and their associates, and the Company does not
  anticipate that the shareholder spread will significantly improve in future.

  The Redemption will, once complete, significantly reduce the administration fees payable by
  the Company to its Transfer Secretaries as well as to Strate Limited.

3. Taxation Implications of the Redemption

  Preference Shareholders are advised to consult their professional advisers regarding their
  individual tax positions as a result of the Redemption and in particular the receipt by them of
  the Redemption Consideration.

  This paragraph contains a high level summary of the tax implications of the Redemption for
  Preference Shareholders. This tax analysis is not comprehensive or definitive and does not
  take account of individual circumstances of Preference Shareholders.
  The Redemption will be funded partly from the Company's contributed tax capital on which
  there is no dividend withholding tax payable and partly from income reserves. No secondary
  tax on companies' credits will be used in giving effect to the Redemption. The contributed tax
  capital of each Preference Share is R2,00 per share. Accordingly, the balance of the
  redemption amount of 10 cents per share will be funded from income reserves. In terms of
  the Income Tax Act, Reunert will be required to withhold dividend withholding tax of 15% on
  the portion of the redemption amount paid from income reserves from all holders of
  Preference Shares who are not exempt from dividend withholding tax. The amount of the
  redemption from reserves, net of dividend withholding tax equals 8,5 cents per Preference
  Share. The Company’s tax number is 9100/101/71/7/P and there are 350 000 Preference
  Shares in issue.
  A Preference Shareholder who is not a South African resident for tax purposes may not be
  liable for the South African taxes set out above. Preference Shareholders are cautioned to
  consult their professional advisers in this regard.

4. Financial effects

  The total value of the Redemption is R735 000. As a result, the effect on the Company’s net
  asset value, net tangible asset value, earnings and headline earnings per share is
  insignificant.

5. Salient dates and times

  Circular posted to shareholders                                         Wednesday, 5 June
  Last day to trade to be eligible for the redemption                     Friday, 21 June
  Suspension of the Preference Shares on the JSE trading system           Monday, 24 June
  Record Date in order to receive the Redemption Consideration            Friday, 28 June
  Payment of the Redemption Consideration                                 Monday, 1 July
  Listing of Preference Shares terminated on the JSE trading system at
  commencement of trading on                                              Tuesday, 2 July
  Notes:
  1. All times given are South African local times.
  2. The dates and times are subject to change. Any material changes will be announced on
    SENS.
  3. Share certificates may not be dematerialised or rematerialised after Friday, 21 June
    2013.

6. Circular

   A circular setting out full details of the Redemption of the Preference Shares, including salient
   dates and times and a form of surrender, where applicable, has been posted to Preference
   Shareholders today, 5 June 2013.

Sandton
5 June 2013

Transaction Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd

Sponsor: Rand Merchant Bank (a division of FirstRand Bank Limited)

Date: 05/06/2013 07:30:00 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.

Share This Story