Wrap Text
Declaration of capitalisation share award with cash dividend alternative
Truworths International Limited
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
(Income tax reference number 9875/145/71/7)
JSE Code: TRU
NSX Code: TRW
ISIN: ZAE000028296
(“the company”)
DECLARATION OF CAPITALISATION SHARE AWARD WITH CASH DIVIDEND ALTERNATIVE
Further to the company’s announcement dated 18 February 2016, the board of
the company has resolved to declare an award in respect of the 26-week
period ended 27 December 2015 in the form of the issue of fully paid
capitalisation shares in the company, such award to be made to ordinary
shareholders reflected in the company’s register on the record date, being
Thursday, 24 March 2016 (capitalisation share award).
The number of ordinary shares of 0.015 cent each in the company to which
shareholders participating in the capitalisation share award will become
entitled will be in the ratio that 270 cents multiplied by a factor of 1.04 bears
to the volume-weighted average price (VWAP) of the ordinary shares of the
company on the JSE during the 3-day trading period ending on Tuesday,
8 March 2016. Fractional entitlements will be rounded down in the case of
entitlements less than half of a share, and otherwise rounded up. By way of an
example, if VWAP is confirmed as being R87.50, the number of ordinary shares
in the company to which shareholders participating in the capitalisation share
award will become entitled per one hundred shares held will be 3.20914
shares, rounded down to 3 shares.
As an alternative to receiving the capitalisation share award, ordinary
shareholders of the company will be entitled, in respect of all or part of their
shareholding, to elect to receive a gross cash dividend of 270 South African
cents (2014: 236 South African cents) per ordinary share, which cash dividend
will be paid only to those ordinary shareholders who elect it on or before 12:00
on Thursday, 24 March 2016 (the cash dividend alternative).
Shareholders of the company not electing the cash dividend alternative in
respect of all or part of their shareholding will, by default, be issued with fully
paid ordinary shares of the company in terms of the capitalisation share
award.
The last day to trade in the company’s shares cum the capitalisation share
award and cash dividend is Wednesday, 16 March 2016. Consequently no
dematerialisation or rematerialisation of the company’s shares may take place
over the period from Thursday, 17 March 2016 to Thursday, 24 March 2016,
both days inclusive. Trading in the company’s shares ex the capitalisation
share award and cash dividend alternative will commence on Thursday,
17 March 2016.
The new ordinary shares to be allotted pursuant to the capitalisation share
award will be issued as fully paid capitalisation shares, the value of which will
be charged to the company’s share premium account, and to the extent
necessary the company’s retained income. At 29 February 2016 the company’s
issued ordinary share capital is R64 448, comprising 429 651 343 ordinary
shares of 0.015 cent each, and the company’s share premium account balance
is R570 076 950.
The cash dividend alternative is scheduled to be payable in South African Rand
(ZAR) on Tuesday, 29 March 2016 from the company’s retained earnings. Such
dividend is subject to and will be paid net of dividends tax of 15%, to be
withheld and paid to the South African Revenue Service. Such tax must be
withheld unless beneficial owners of such dividend have provided the
necessary documentary proof to the relevant regulated intermediary (being a
broker, CSD participant, nominee company or the company’s transfer
secretaries, Computershare Investor Services (Pty) Ltd, PO Box 61051,
Marshalltown, 2107 South Africa) that they are exempt therefrom, or entitled
to a reduced rate, as a result of a double taxation agreement between South
Africa and the country of tax domicile of such owner.
The withholding tax, if applicable at the rate of 15%, will result in a net cash
dividend per share of 229.50 South African cents, applicable to the cash
dividend alternative. As the capitalisation share award does not constitute a
dividend as defined in the Income Tax Act, no withholding tax is applicable to
the capitalisation share award.
In accordance with the company’s memorandum of incorporation:
- the cash dividend alternative will only be paid by electronic funds
transfer, and no cheque payments will be made. Accordingly,
shareholders who have not yet provided their bank account details
should do so to the company’s transfer secretaries using the form to be
provided; and
- the directors have determined that gross cash dividend alternative
amounts less than 1 000 South African cents, due to any one
shareholder of the company’s shares held in certificated form, will not
be paid, unless otherwise requested in writing, but the net amount
thereof will be aggregated with other such net amounts and donated to
a charity to be nominated by the directors.
A circular setting out full details of the capitalisation share award and cash
dividend alternative and containing a form of election is scheduled to be mailed
to shareholders by Wednesday, 2 March 2016.
A finalisation announcement providing details of the capitalisation share award
ratio and other relevant particulars is scheduled to be published on
Wednesday, 9 March 2016.
By order of the board
C Durham
Company Secretary
Cape Town
29 February 2016
Sponsor
One Capital
Date: 29/02/2016 04:45:00 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.
Sharenet Sites 
