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Notice To Atlantic Leaf Shareholders In Respect Of Election To Receive Either Cash Dividend Or Share Distribution
Atlantic Leaf Properties Limited
(Incorporated in the Republic of Mauritius on 11 November 2013)
(Registration number: 119492 C1/GBL)
SEM share code: ALPL.N0000
JSE share code: ALP
ISIN: MU0422N00009
(“Atlantic Leaf” or “the company”)
NOTICE TO ATLANTIC LEAF SHAREHOLDERS IN RESPECT OF AN ELECTION TO RECEIVE EITHER A CASH DIVIDEND OR A SHARE DISTRIBUTION
CASH DIVIDEND OR SHARE DISTRIBUTION
As announced on Tuesday, 13 October 2015, shareholders are advised that the board of directors (“the board”) of Atlantic Leaf
has declared an interim distribution of 3 GBP pence per share in respect of the six months ended 31 August 2015. The board has
resolved to offer to shareholders the election to receive a share distribution by way of an issue of 2.778 new Atlantic Leaf shares
(“new Atlantic Leaf shares”) for every 100 Atlantic Leaf shares held on the record date, being Friday, 18 December 2015 (“share
distribution”) at an issue price of GBP 1.08 per share or a cash dividend of 3 GBP pence per share (“cash dividend”).
A cash dividend will be paid to shareholders unless shareholders elect to receive a share distribution.
The rationale for the share distribution is to afford shareholders the opportunity to increase their shareholding in Atlantic Leaf and
to retain flexibility with regard to the company’s cash resources.
The cash dividend will be paid out of the company’s distributable profits. The new Atlantic Leaf shares issued in respect of the
share distribution will upon their issue be fully paid up and will rank pari passu in all respects with existing Atlantic Leaf shares in
issue.
As at the date of this announcement, the company has 78,806,785 ordinary shares of no par value in issue.
A circular to Atlantic Leaf shareholders (“the circular”) in respect of the election being offered to Atlantic Leaf shareholders to
receive either the cash dividend or the share distribution, together with an election form, has been posted to shareholders on Friday,
27 November 2015 and will be available on the company’s website at www.atlanticleaf.mu from Friday, 27 November 2015.
Copies of the circular may be obtained at the company's SA transfer secretaries, Computershare Investor Services Proprietary
Limited, 70 Marshall Street, Johannesburg, 2001, South Africa, and from the company secretary, Intercontinental Trust Limited,
Level 3, Alexander House, 35 Cybercity, Ebene 72201, Mauritius from Friday, 27 November 2015 to Friday, 18 December 2015
during business hours. Terms defined in the circular shall bear the same meaning in this announcement.
SALIENT DATES AND TIMES
FOR SHAREHOLDERS ON THE SA REGISTER 2015
Announcement of GBP to Rand conversion rate released on SENS by no later than
11:00 (SA time) on Thursday, 3 December
Last day to trade on the JSE in order to be eligible for the cash dividend or alternatively
the share distribution on Thursday, 10 December
Shares commence trading ex dividend on the JSE on Friday, 11 December
Record date for shareholders recorded on the SA register Friday,18 December
Closing date for receipt of completed election forms by no later than 12:00 (SA time)
on Friday,18 December
Announcement released on SENS of the amount of new Atlantic Leaf shares to be
issued on Monday, 21 December
Listing of new Atlantic Leaf shares on the JSE and trading of the new Atlantic Leaf
shares commences on Monday, 21 December
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts
credited/updated and new Atlantic Leaf shares listed on the JSE on Monday, 21 December
Notes:
1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be released
on SENS.
2. Atlantic Leaf shareholders are referred to page 3 of the circular for information on the action required to be taken by them.
3. Shareholders should note that new Atlantic Leaf shares should not be traded until the new Atlantic Leaf shares are issued or reflect in their
accounts with their CSDP or broker on Monday, 21 December 2015.
4. Share certificates may not be dematerialised or rematerialised nor may transfers of shares between sub -registers in South Africa and Mauritius take place
between Friday, 11 December 2015 and Friday, 18 December 2015, both days inclusive.
5. Shareholders on the SA register who do not elect to receive the share distribution will receive a cash dividend in South African Rand, based on the exchange
rate to be obtained by the company on or before Thursday, 3 December 2015.
FOR SHAREHOLDERS ON THE MAURITIAN REGISTER 2015
Announcement of GBP to Rand conversion rate released on the SEM website by no
later than 13:00 (MUR time) on Thursday, 3 December
Last day to trade on the SEM in order to be eligible for the cash dividend or
alternatively the share distribution on Tuesday, 15 December
Shares commence trading ex dividend on the SEM on Wednesday, 16 December
Record date for shareholders recorded on the Mauritian register Friday,18 December
Closing date for receipt of completed election forms by no later than 14:00 (MUR time)
on Friday,18 December
Announcement on the SEM website of the amount of new Atlantic Leaf shares to be
issued on Monday, 21 December
Listing of new Atlantic Leaf shares on the SEM and trading of the new Atlantic Leaf
shares commences on Monday, 21 December
Dispatch of share certificates, payment of cash dividend, CDS accounts credited and
new Atlantic Leaf shares listed on the SEM on Monday, 21 December
Announcement published in the Mauritian press of the amount of new Atlantic Leaf
shares to be issued on Tuesday, 22 December
Notes:
1. All dates and times quoted above are local dates and times in Mauritius. The above dates and times are subject to change. Any changes will be released on
the SEM website.
2. Atlantic Leaf shareholders are referred to page 3 of the circular for information on the action required to be taken by them.
3. Dematerialised shareholders should note that new Atlantic Leaf shares should not be traded until the new Atlantic Leaf shares are issued or reflect
in their CDS accounts with their stockbroker on Monday, 21 December 2015.
4. No transfers of shares can take place between sub-registers in South Africa and Mauritius between Friday, 11 December 2015 and Friday, 18 December
2015, both days inclusive.
TAX IMPLICATIONS
SA resident shareholders
The receipt of the cash dividend or electing to receive the share distribution may have tax implications for shareholders.
For those South African resident shareholders receiving the cash dividend, such amount will be regarded as a foreign dividend and
may be subject to South African dividends withholding tax at a rate of 15%, unless an exemption as set out in the South African tax
legislation applies.
The receipt of new Atlantic Leaf shares by South African resident shareholders should not be classified as a dividend or a foreign
dividend for South African tax purposes and accordingly, South African dividends withholding tax should not be levied on the new
Atlantic Leaf shares. However, the legislation in this regard is complex and its implementation is uncertain. Accordingly,
shareholders should seek independent professional tax advice.
Atlantic Leaf shareholders are advised to consult their professional advisors regarding the tax consequences of the cash dividend
and the share distribution or should they be in any doubt as to the appropriate action to take.
Shareholders residing outside South Africa
The receipt of the cash dividend or electing to receive the share distribution may have tax implications for shareholders who are
resident in Mauritius or countries other than South Africa and such shareholders are advised to obtain appropriate advice from their
professional advisors in this regard.
Atlantic Leaf has its primary listing on the Official Market of the SEM and a secondary listing on the Alternative Exchange of the
JSE Limited.
By order of the board
For further information please contact:
South African corporate advisor
Leaf Capital +27 21 657 1180
JSE sponsor
Java Capital +27 11 722 3050
Corporate secretary
Intercontinental Trust Limited +230 403 0800
27 November 2015
This notice is issued pursuant to JSE Listings Requirements and SEM Listing Rule 11.3 and Rule 5(1) of the Securities (Disclosure
Obligations of Reporting Issuers) Rules 2007.
The Board of Directors of Atlantic Leaf Properties Limited accepts full responsibility for the accuracy of the information contained
in this announcement.
Date: 27/11/2015 10:00:00 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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