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Declaration of scrip distribution with a cash dividend alternative
Tongaat Hulett Limited
Registration No. 1892/000610/06
JSE share code: TON
ISIN: ZAE000096541
DECLARATION OF SCRIP DISTRIBUTION WITH A CASH DIVIDEND ALTERNATIVE
1. Introduction
Notice is hereby given that the Board has declared an interim
distribution (number 172) for the half year ended 30 September
2013, by way of the issue of fully paid ordinary shares of R1,00
each as a scrip distribution payable to ordinary shareholders
recorded in the register on the record date, being Friday,
31 January 2014 (scrip distribution). Ordinary shareholders
will be entitled, in respect of all or part of their
shareholding, to elect to receive a gross cash dividend of 150 cents
per ordinary share in lieu of the scrip distribution, which will be
paid only to those ordinary shareholders who elect to receive
the cash dividend, in respect of all or part of their
shareholding, on or before 12:00 on Friday, 31 January 2014
(the cash dividend alternative).
The cash dividend alternative will be paid out of income
reserves. There are no STC credits available for utilisation.
A net cash dividend of 127,5 cents per share will apply to
shareholders liable for the local 15% dividend withholding tax
and 150 cents per share for shareholders exempt from the dividend
tax. The new ordinary shares will, pursuant to the scrip
distribution, be issued as a capitalisation of part of the share
premium account. The issued ordinary share capital as at
7 November 2013 is 108 647 700 shares. The companys income tax
reference number is 9306/101/20/6.
2. Terms of the scrip distribution
The number of new ordinary shares to which ordinary shareholders
participating in the scrip distribution will become entitled
will be determined in the ratio that 150 cents multiplied by a
factor of 1,05 bears to the volume weighted average price
(VWAP) of ordinary shares on the JSE Limited (JSE) during
the 30-day trading period ending on Thursday, 16 January 2014.
Details of the ratio will be released on the Stock Exchange News
Service of the JSE (SENS) by no later than 11:00 on Friday,
17 January 2014 and published in the South African press the
following business day.
2.1. Fractions
Trading in the Strate environment does not permit fractions
and fractional entitlements. Accordingly, where an ordinary
shareholders entitlement to new ordinary shares calculated
in accordance with the above formula gives rise to a
fraction of a new ordinary share, such fraction of a new
ordinary share will be rounded up to the nearest whole
number where the fraction is greater than or equal to 0,5
and rounded down to the nearest whole number where the
fraction is less than 0,5.
2.2. Circular and salient dates
A circular relating to the scrip distribution and the cash
dividend alternative will be posted to ordinary shareholders
on or about Friday, 10 January 2014.
In accordance with the provisions of Strate, the electronic
settlement and custody system used by the JSE, the relevant
dates for the scrip distribution/cash dividend alternative
are as follows:
EVENT DATE 2014
Circular and form of election posted to
Ordinary shareholders on Friday, 10 January
Announcement of the ratio applicable to the
scrip distribution, based on the 30-day
VWAP ending on 16 January 2014, released
on SENS by 11:00 on Friday, 17 January
Announcement of the ratio applicable to the
scrip distribution published in the South
African press on Monday, 20 January
Last day to trade in order to be eligible for
the scrip distribution/cash dividend
alternative (CUM scrip distribution/cash
dividend alternative) on Friday, 24 January
Ordinary shares trade EX the scrip
distribution/cash dividend alternative on Monday, 27 January
Listing of maximum possible number of new
ordinary shares that could be issued in
terms of the scrip distribution on Monday, 27 January
Last day to elect the cash dividend
alternative instead of the scrip
distribution by 12:00 on Friday, 31 January
Record date in respect of the scrip
distribution/cash dividend alternative on Friday, 31 January
Ordinary share certificates and dividend cheques
posted and Central Securities Depositary
Participant (CSDP)/broker accounts
credited/updated (payment date) Thursday, 6 February
Maximum number of new ordinary shares listed
adjusted to reflect the actual number of
new ordinary shares issued on or about Friday, 7 February
All times provided in this announcement are South African
local time. The above dates and times are subject to change.
Any changes will be released on SENS and published in the
South African press.
Ordinary share certificates may not be dematerialised or
rematerialised, nor may transfers between registers take
place between Monday, 27 January 2014 and Friday,
31 January 2014, both days inclusive.
3. Payment of the cash dividend alternative
To the extent elected by ordinary shareholders, the cash
dividend alternative is declared in the currency of the
Republic of South Africa. Dividends paid by the United Kingdom
transfer secretaries will be paid in British currency at the
rate of exchange ruling at the close of business on Friday,
24 January 2014.
Where applicable, dividends in respect of certificated ordinary
shares will be transferred electronically to ordinary
shareholders bank accounts on the payment date. In the absence
of specific mandates, dividend cheques will be posted to
ordinary shareholders. Ordinary shareholders who hold
dematerialised shares will have their accounts at their CSDP or
broker credited/updated on Thursday, 6 February 2014.
For and on behalf of the Board
M A C Mahlari
Company Secretary
Amanzimnyama
Tongaat, KwaZulu-Natal
7 November 2013
Advisor and transaction sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Sponsor
Investec Bank Limited
Attorneys
Bowman Gilfillan
Date: 11/11/2013 07:05:00 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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