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Notice to Atlantic Leaf shareholders of an election to receive either a cash dividend or a 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, 12 April 2016, shareholders are advised that the board of directors (“the Board”) of Atlantic Leaf has
declared a final distribution of 4 GBP pence per share in respect of the year ended 28 February 2016. The Board has resolved to
offer to shareholders the election to receive a share distribution by way of an issue of 3.704 new Atlantic Leaf shares (“new
Atlantic Leaf shares”) for every 100 Atlantic Leaf shares held on the record date, being Friday, 13 May 2016 (“share
distribution”) at an issue price of GBP 1.08 per share or a cash dividend of 4 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 123,407,090 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 distributed to shareholders on
Wednesday, 20 April 2016 and will be available on the Company’s website at www.atlanticleaf.mu from Wednesday, 20 April
2016. 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 Wednesday, 20 April 2016 to Friday, 13 May
2016 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
2016
Announcement of GBP to Rand conversion rate released on SENS by no later than 11:00 (SA time) on Thursday, 28 April
Last day to trade on the JSE in order to be eligible for the cash dividend or alternatively the share distribution on Friday, 6 May
Shares commence trading ex dividend on the JSE on Monday, 9 May
Record date for shareholders recorded on the SA register Friday, 13 May
Closing date for receipt of completed election forms by no later than 12:00 (SA time) on Friday, 13 May
Announcement released on SENS of the amount of new Atlantic Leaf shares to be issued on Monday, 16 May
Listing of new Atlantic Leaf shares on the JSE and trading of the new Atlantic Leaf shares commences on Monday, 16 May
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts credited/updated on Monday, 16 May
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 this 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, 16 May 2016.
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, 6 May 2016 and Friday, 13 May 2016, 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, 28 April 2016.
FOR SHAREHOLDERS ON THE MAURITIAN REGISTER
2016
Announcement of GBP to Rand conversion rate released on the SEM website by no later than 13:00 (MUR time) on Thursday, 28 April
Last day to trade on the SEM in order to be eligible for the cash dividend or alternatively the share distribution on Tuesday, 10 May
Shares commence trading ex dividend on the SEM on Wednesday, 11 May
Record date for shareholders recorded on the Mauritian register Friday, 13 May
Closing date for receipt of completed election forms by no later than 14:00 (MUR time) on Friday, 13 May
Announcement on the SEM website of the amount of new Atlantic Leaf shares to be issued on Monday, 16 May
Listing of new Atlantic Leaf shares on the SEM and trading of the new Atlantic Leaf shares commences on Monday, 16 May
Dispatch of share certificates, payment of cash dividend, CDS accounts credited on Monday, 16 May
Announcement published in the Mauritian press of the amount of new Atlantic Leaf shares to be issued on Tuesday, 17 May
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 this 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, 16 May 2016.
4. No transfers of shares can take place between sub-registers in South Africa and Mauritius between Friday, 6 May 2016 and Friday, 13 May 2016, 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 Stock Exchange Mauritius Ltd (“SEM”) and a secondary listing
on the Alternative Exchange of the JSE Limited.
By order of the board
20 April 2016
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
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: 20/04/2016 12:04:00 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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