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Correction Announcement - Material transaction; declaration of distribution and repurchase by SVF of Shares
SOUTHERN VIEW FINANCE LIMITED
(Incorporated in Bermuda with registration number 47305)
Class A share codes: BSX: SVF.BH JSE: SVF ISIN: BMG829251013
Class B share codes: BSX: SVFB.BH JSE: SVFB ISIN: BMG829251195
("SVF" or "the Company")
CORRECTION ANNOUNCEMENT - MATERIAL TRANSACTION; DECLARATION OF
DISTRIBUTION AND REPURCHASE BY SVF OF SHARES
Shareholders are referred to the announcement released by SVF on 1 October 2015 (“1 October
Announcement”) regarding the material agreements (“Transaction Agreements”) concluded between
the Company, Fulcrum Financial Services SA (“Fulcrum”) and the shareholders of SVF having become
unconditional. Terms defined in the 1 October Announcement shall bear the same meaning in this
announcement.
SVF has identified that the calculations used to determine the repurchase consideration due by SVF to
shareholders for the SVF Repurchase omitted to make provision for a cash buffer which SVF requires to
maintain. In addition, certain foreign exchange losses which were unrealized at the time the 1 October
Announcement was released, have since been realized. In the circumstances, the amounts payable to the
SVF Shareholders as detailed in the 1 October Announcement need to be updated and corrected, as
detailed in this announcement. The difference between the amounts indicated in the 1 October
Announcement and the amounts detailed in this announcement below is as follows:
- the difference in the aggregate Loan Claim Distribution to be distributed to all SVF shareholders is
R859.65 more; and
- the difference in the aggregate repurchase consideration due to SVF shareholders in respect of
the SVF Repurchase is R3,278.96 less.
For the sake of simplicity, the content of the 1 October Announcement is repeated below, with the updated
and corrected amounts inserted where appropriate.
In the circumstances, SVF confirms that in accordance with SVF’s bye-laws, the BSX listings regulations,
the JSE listings requirements and the Transaction Agreements, SVF’s board of directors has resolved that,
subject to SVF receiving settlement of the purchase price by the creation of the Loan Claim timeously and
in full from Fulcrum:
LOAN CLAIM DISTRIBUTION
1. SVF declares and distributes, as a distribution in specie (“Loan Claim Distribution”), a portion of
the Loan Claim out of the Company’s reserves as follows:
- a portion of the Loan Claim in an amount of R 25.58578 per Class A share will be distributed
to Class A Shareholders. At an exchange rate of 1US$ : R 13.74227 prevailing on 01 October
2015 (the “Prevailing Exchange Rate”), this equates to an amount of US$ 1.86183 per Class
A share; and
- a portion of the Loan Claim in an amount of R 33.90573 per Class B share will be distributed
to Class B Shareholders. At the Prevailing Exchange Rate, this equates to an amount of US$
2.46726 per Class B share.
2. The Loan Claim Distribution shall be made to shareholders in accordance with the timetable
detailed in the ‘Important Dates’ section of this announcement, set out below.
REPURCHASE OF SVF SHARES
3. Subject to the Loan Claim Distribution being settled as aforesaid, SVF shall:
a. repurchase from all those who are Class A shareholders as at the record date detailed in
the ‘Important Dates’ section of this announcement set out below (“Record Date A
Shareholders”), all the Class A shares held by such Record Date A Shareholders save
and except for 0.0001% of the Class A shares held by each such Record Date A
Shareholder, rounded up to the nearest whole share; and
b. repurchase from all those who are Class B shareholders as at the record date detailed in
the ‘Important Dates’ section of this announcement set out below (“Record Date B
Shareholders”), all the Class B shares held by such Record Date B Shareholders;
(the “SVF Repurchase”).
4. The consideration due by SVF to shareholders in respect of the SVF Repurchase will be as follows:
a. an amount of R 9.747090 per Class A share will be due to Record Date A Shareholders
for each Class A share that is repurchased, and will be settled as follows:
i. an amount of R 0.00512 per Class A share will be settled in cash; and
ii. the balance will be settled by SVF ceding and assigning to each Record Date A
shareholder the right to claim payment of a proportionate amount of the Loan Claim
from Fulcrum amounting to R9.74197 per Class A share.
At the Prevailing Exchange Rate, this equates to an amount of US$ 0.70928 per Class A
share, of which US$ 0.00037 per Class A share will be settled in cash and US$0.70891 per
class A share will be settled as the Loan Claim; and
b. an amount of R 12.91664 per Class B share will be due to Record Date B Shareholders
for each Class B share that is repurchased, and will be settled as follows:
i. an amount of R 0.00681 will be settled in cash; and
ii. the balance will be settled by SVF ceding and assigning to each Record Date B
Shareholder the right to claim payment of a proportionate amount of the Loan
Claim from Fulcrum amounting to R12.90983 per Class B share.
At the Prevailing Exchange Rate, this equates to an amount of US$ 0.93992 per Class B
share, of which US$ 0.00050 per Class B share will be settled in cash and US$0.93942 per
class A share will be settled as the Loan Claim.
5. The SVF Repurchase shall be implemented in accordance with the timetable detailed in the
‘Important Dates’ section of this announcement, set out below.
The Loan Claim is a debt due by Fulcrum to SVF and, upon distribution to SVF’s Class A shareholders and
Class B shareholders, as contemplated in the Loan Claim Distribution and SVF Repurchase detailed above,
will be a debt due by Fulcrum to SVF’s various shareholders in proportion to their shareholding in SVF
(again, as detailed above). The Loan Claim shall, once in the hands of the Class A shareholders and Class
B shareholders following implementation of the Loan Claim Distribution and the SVF Repurchase, be
subject to the same terms and conditions as detailed in, and will be settled in accordance with the provisions
of, the Transaction Agreements, of which every shareholder of SVF has a copy. Further copies can be
requested from SVF by sending an email to hsohal@svfin.com or
kkistnen@svfin.commailto:marthie@capfin.co.za.
As at the date of this announcement, SVF has 113,965,375 Class A shares and 14,000,000 Class B shares
in issue.
The board has satisfied itself that the provisions of the Bermuda Companies Act, 1981 (“Act”), have been,
and will be, complied with in respect of the declaration and the distribution of the Loan Claim Distribution
and in respect of the implementation of the SVF Repurchase.
IMPORTANT DATES:
In compliance with the requirements of the BSX listings regulations, the JSE listings requirements and
Strate, the electronic settlement and custody settlement system operated by the JSE, the following salient
dates for the Loan Claim Distribution and implementation of the repurchase of SVF shares are applicable:
Last day to trade in order to participate in the Loan Claim Friday, 9 October 2015
Distribution and the SVF Repurchase
Shares trade ex distribution and the right to participate in the Monday, 12 October 2015
SVF Repurchase (on both the BSX and JSE)
Record Date for both the Loan Claim Distribution and SVF Friday, 16 October 2015
Repurchase (BSX and JSE)
Distribution (Payment) Date for the Loan Claim Distribution Monday, 19 October 2015
Distribution (Payment) Date for the SVF Repurchase Wednesday, 21 October 2015
Cancellation of shares repurchased in terms of the SVF Thursday, 22 October 2015
Repurchase
Share certificates may not be dematerialized or rematerialized between Monday, 12 October 2015 and
Friday, 16 October 2015, both days inclusive.
The Loan Claim Distribution and the Repurchase Consideration will be settled as detailed above, namely
the distribution and transfer, respectively, to shareholders of the right to claim from and enforce against
Fulcrum settlement of a proportionate share of the Loan Claim. If shareholders have not provided the
Transfer Secretaries with their contact details, the settlement will not be forfeited but will be marked as
“unclaimed” in the share register until the shareholder provides the Transfer Secretaries with the relevant
contact details.
The Loan Claim Distribution constitutes a “foreign dividend” as defined in section 1 of the Income Tax Act,
58 of 1962 (“SA ITA”) and is a dividend for purposes of the dividends tax (“DT”), as the shares are listed
on the JSE. DT is payable at the rate of 15% in respect of dividends paid to shareholders who do not
qualify for an exemption. After such DT has been withheld, a net dividend of R 21.74791 (US$ 1.58256) at
the Prevailing Exchange Rate) in respect of the Class A shares and R 28.81987 (US$2.09717) at the
Prevailing Exchange Rate) in respect of the Class B shares will be payable to shareholders of the Company
who do not qualify for an exemption.
An exemption from DT is provided for in the SA ITA in respect of foreign dividends paid to a South African
resident company, and to a person that is not a resident to the extent that it is paid in respect of shares
listed on the JSE, provided certain administrative procedures are complied with. The SA ITA further
provides for an exemption from income tax in respect of foreign dividends received or accrued in respect
of shares listed on the JSE. We recommend that shareholders consult their tax advisors on the tax
consequences of the Loan Claim Distribution.
The Repurchase Consideration does not constitute a “foreign dividend” and it is recommended that
shareholders consult their tax advisors to determine the tax consequences on the disposal of the SVF
Shares for that shareholder.
The JSE is currently assessing the continued listing status of the Company on the JSE and the market will
be updated as to the outcome of that assessment in due course. SVF has a primary listing on the BSX and
a secondary listing on the JSE’s Alternative Exchange.
7 October 2015
Hamilton / Johannesburg
BSX sponsor: Global Custody and Clearing Limited
JSE sponsor: KPMG Services (Proprietary) Limited
Bermuda counsel: Wakefield Quinn
South African counsel: ENSafrica
Date: 07/10/2015 11:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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