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Declaration of capitalisation share issue award and cash dividend alternative
VUNANI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000110359
("Vunani" or "the company")
DECLARATION OF CAPITALISATION SHARE ISSUE AWARD AND CASH DIVIDEND ALTERNATIVE
Further to the company’s announcement dated 24 May 2016, the board of the company has resolved
to declare a fully paid capitalisation share issue award for the 14 months ended 29 February 2016, by
way of the issue of fully paid Vunani ordinary shares in the ratio of 4 ordinary shares of no par value
for every 100 ordinary shares of no par value held, to ordinary shareholders recorded in the Vunani
register on the record date, being Friday, 26 August 2016 (“capitalisation share issue award”) (the
term non renounceable as used in the circular is not relevant to the capitalisation share issue award).
As an alternative, ordinary shareholders will be entitled to elect to receive a gross cash dividend of 6
cents per share in respect of all or part of their shareholdings, which will be paid to those shareholders
who elect to receive the cash dividend, on the record date, Friday 26 August 2016 (“cash dividend
alternative”).
The ratio of entitlement is based on the five day volume weighted average traded price per Vunani
share on the JSE Limited from 18 to 24 May 2016, of 160 cents per share, which will be the issue price
per Vunani share (“the issue price”).
Shareholders not electing to receive the cash dividend alternative in respect of all or part of their
shareholding will, by default, be deemed to have elected to receive the capitalisation share issue
award and will consequently be issued with fully paid ordinary shares (in terms of the capitalisation
share issue award).
The distribution provides shareholders with a scrip receipt or, alternatively, an option of a cash
dividend. Vunani will benefit from an increase in the amount of shareholders’ funds available to
support the continued growth of the group.
The last day to trade in the company’s shares cum the capitalisation share issue awards and cash
dividend is Tuesday, 23 August 2016. Trading in the company’s shares ex the capitalisation share issue
award and cash dividend alternative will commence on Wednesday, 24 August 2016.
The new ordinary shares to be allotted pursuant to the capitalisation share issue award will be issued
as fully paid ordinary shares, the value of which will be capitalised from income reserves of the
company. At Tuesday, 19 July 2016 the company has 114 664 649 ordinary shares of no par value in
issue.
The cash dividend alternative is scheduled to be payable in South African Rand (ZAR) on Monday, 29
August 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 5.1
cents per share, applicable to the cash dividend alternative. As the capitalisation share issue award
does not constitute a dividend as defined in the Income Tax Act, no withholding tax is applicable
thereon.
Where a shareholder’s entitlement to new ordinary shares calculated in accordance with the
capitalisation issue share award formula gives rise to a fraction of a new ordinary share, such
entitlement will be rounded down to the nearest whole number resulting in allocations of whole
securities and a cash payment to the shareholder for the fraction. Any fractional entitlement payment
will also be subject to 15% withholding tax.
The salient dates and times relating to the capitalisation share issue award and cash dividend
alternative are as follows:
2016
Circular and form of election posted to shareholders Monday, 1 August
Tuesday, 23 August
Last day to trade cum dividend
Wednesday, 24 August
Shares trade ex-dividend
Wednesday, 24 August
Listing of maximum number of shares for the capitalisation
share issue award at commencement of trade on the JSE
Limited
Thursday, 25 August
SENS announcement in respect of the cash payment
applicable to fractional entitlements, based on the volume
weighted average price on Wednesday, 24 August 2016,
discounted by 10%, will be published by no later than 09:00
on
Friday, 26 August
Last day to elect to receive cash dividend alternative by no
later than 12:00
Friday, 26 August
Record date in respect of the capitalisation share issue
award and cash dividend alternative
Monday, 29 August
Payment date for the cash dividend alternative
Monday, 29 August
Announcement of the results of the capitalisation share
issue award/ cash dividend on SENS
Monday, 29 August
Share certificates posted to certificated shareholders where
relevant and accounts credited with shares by CSDP or
broker to dematerialised shareholders
Tuesday, 30 August
Adjustment of number of new shares listed on or about
Notes:
1. No shares will be dematerialised or rematerialised between Wednesday, 24 August 2016 and
Friday, 26 August 2016 (both days inclusive). All times quoted in this circular are South African times.
2. Vunani shareholders who have already dematerialised their shares through a CSDP or broker
must not complete the Form of Election but should instruct their CSDP or broker as to their cash
dividend election. Dematerialised shareholders are required to notify their duly appointed CSDP or
broker of their cash dividend election in the manner and time stipulated in the agreement governing
the relationship between the shareholder and his/her/its CSDP or broker.
A circular setting out full details of the capitalisation share issue award and cash dividend alternative
and containing a form of election was distributed to shareholders today 1 August, 2016 and will be
available on the company’s website hosted ate www.vunanilimited.co.za.
1 August 2016
Designated Adviser
Grindrod Bank Limited
Date: 01/08/2016 02:45:00 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.
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