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Notice in respect of an election to received cash or scrip dividend & approval for listing of new shares
Rockcastle Global Real Estate Company Limited
(Incorporated in the Republic of Mauritius)
(Registration number: 108869 C1/GBL)
JSE share code: ROC
SEM share code: ROCK.N0000
ISIN: MU0364N00003
(“Rockcastle” or “the company”)
NOTICE TO ROCKCASTLE SHAREHOLDERS IN RESPECT OF AN ELECTION TO RECEIVE EITHER A CASH
DIVIDEND OR A SCRIP DIVIDEND AND APPROVAL FOR THE LISTING OF THE NEW SHARES TO BE ISSUED
IN TERMS OF THE SCRIP DIVIDEND FROM THE STOCK EXCHANGE OF MAURITIUS LTD
CASH DIVIDEND OR SCRIP DIVIDEND
As announced on Friday, 12 August 2016, shareholders are advised that the board of directors (“the board”) of Rockcastle has
declared an interim distribution of 4.782 US$ cents per share in respect of the six months ended 30 June 2016. The board has
resolved to offer to shareholders the election to receive a scrip dividend by way of an issue of 1.937 new Rockcastle shares (“new
Rockcastle shares”) for every 100 Rockcastle shares held on the record date, being Friday, 9 September 2016 (“scrip dividend”)
at an issue price of US$2.455 per share or a cash dividend of 4.782 US$ cents per share (“cash dividend”).
A cash dividend will be paid to shareholders unless shareholders elect to receive a scrip dividend.
The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in Rockcastle 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 Rockcastle shares issued in respect of the scrip
dividend will upon their issue be fully paid up and will rank pari passu in all respects with existing Rockcastle shares in issue.
As at the date of this announcement, the company has 930 994 319 ordinary shares of no par value in issue.
A circular to Rockcastle shareholders (“the circular”) in respect of the election being offered to Rockcastle shareholders to
receive either the cash dividend or the scrip dividend, together with an election form, will be posted to shareholders on Friday,
19 August 2016 and will be available on the company’s website at www.rockcastleglobalre.mu from Friday, 19 August 2016.
Copies of this circular may also be obtained at the company’s South African (“SA”) transfer secretaries, Link Market Services
South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001, South
Africa, and from the company secretary, Intercontinental Trust Limited, Level 3, Alexander House, 35 Cybercity, Ebene 72201,
Mauritius from Friday, 19 August 2016 to Friday, 9 September 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
Circular and form of election posted to shareholders Friday, 19 August
Declaration announcement on SENS Friday, 19 August
Announcement of US$ to Rand conversion rate released on SENS by no later than 11:00 on Monday, 5 September
Last day to trade on the JSE in order to be eligible for the cash dividend or alternatively the scrip
dividend on Tuesday, 6 September
Shares commence trading ex cash dividend or scrip dividend on the JSE on Wednesday, 7 September
Announcement on SENS of cash payment due to shareholders on the SA register in terms of the
fractional entitlement principle referred to below, determined with reference to the weighted
average traded price of shares on the JSE on Wednesday, 7 September 2016, less 10% Thursday, 8 September
Record date for shareholders recorded on the SA register Friday, 9 September
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 9 September
Announcement released on SENS of the amount of new Rockcastle shares issued on Wednesday, 14 September
Listing of new Rockcastle shares on the JSE and trading of the new Rockcastle shares
commences on Wednesday, 14 September
Dispatch of share certificates, payment of cash dividend, payment of cash due to shareholders on
the SA register in terms of the fractional entitlement, CSDP/broker accounts credited/updated
and new Rockcastle shares listed on the JSE on Wednesday, 14 September
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. Rockcastle shareholders are referred to the circular for information on the action required to be taken by them.
3. Shareholders should note that new Rockcastle shares should not be traded until the new Rockcastle shares are
issued or reflect in their accounts with their CSDP or broker on Wednesday, 14 September 2016.
4. No transfers of shares between sub-registers in South Africa and Mauritius can take place between Monday,
5 September 2016 and Friday, 9 September 2016 both days inclusive.
5. Share certificates may not be dematerialised or rematerialised between Wednesday, 7 September 2016 and Friday,
9 September 2016 both days inclusive.
6. Shareholders on the SA register who do not elect to receive the scrip dividend will receive a cash dividend in South
African Rand, based on the exchange rate to be obtained by the company on Monday, 5 September 2016.
FOR SHAREHOLDERS ON THE MAURITIAN REGISTER
2016
Circular and form of election posted to shareholders Friday, 19 August
Declaration announcement on the Stock Exchange of Mauritius Ltd (“SEM”) website Friday, 19 August
Announcement of US$ to Rand conversion rate released on the SEM website by no later than
13:00 on Monday, 5 September
Last day to trade on the SEM in order to be eligible for the cash dividend or alternatively the scrip
dividend on Monday, 5 September
Shares commence trading ex cash dividend or scrip dividend on the SEM on Wednesday, 7 September
Announcement on SEM website of cash payment due to shareholders on the SA register in terms
of the fractional entitlement principle referred to below, determined with reference to the
weighted average traded price of shares on the JSE on Wednesday, 7 September 2016, less 10% Thursday, 8 September
Record date for shareholders recorded on the Mauritian register Friday, 9 September
Closing date for receipt of completed election forms by no later than 14:00 on Friday, 9 September
Announcement on the SEM website of the amount of new Rockcastle shares issued on Wednesday, 14 September
Listing of new Rockcastle shares on the SEM and trading of the new Rockcastle shares
commences on Wednesday, 14 September
Payment of cash dividend, CDS accounts credited and new Rockcastle shares listed on the SEM
on Wednesday, 14 September
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. Rockcastle shareholders are referred to the circular for information on the action required to be taken by them.
3. Dematerialised shareholders should note that new Rockcastle shares should not be traded until the new Rockcastle
shares are issued or reflect in their CDS accounts with their stockbroker on Wednesday, 14 September 2016.
4. No transfers of shares can take place between sub-registers in South Africa and Mauritius between Monday,
5 September 2016 and Friday, 9 September 2016 both days inclusive.
5. Shareholders on the Mauritian register who do not elect to receive the scrip dividend will receive a cash dividend in US$.
TREATMENT OF FRACTIONS
The allocation of new Rockcastle shares will be such that shareholders who elect to receive the scrip dividend will not be
allocated a fraction of a new Rockcastle share.
For shareholders on the South African register, any entitlement to receive a fraction of a new Rockcastle share will be rounded
down to the nearest whole number, with a cash payment being made to the relevant shareholder in respect of the fraction
(“fractional entitlement principle”). The cash payment due to a shareholder will be determined with reference to the weighted
average traded price of Rockcastle shares on the JSE on Wednesday, 7 September 2016, less 10%, which amount will be released
on SENS on Thursday, 8 September 2016.
For shareholders on the Mauritian register, any entitlement to receive a fraction of a new Rockcastle share which:
- is less than one-half of a new Rockcastle share, will be rounded down to the nearest whole number; and
- is equal to or greater than one-half of a new Rockcastle share but less than a whole new Rockcastle share, will be rounded
up to the nearest whole number.
No fractions of new Rockcastle shares will be issued, nor will any residual entitlements be carried forward to any future scrip
dividend issues.
TAX IMPLICATIONS
SA resident shareholders
The receipt of the cash dividend or electing to receive the scrip dividend may have tax implications for shareholders.
For those South African resident shareholders receiving the cash dividend, such amounts 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 Rockcastle 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 Rockcastle shares. However, the legislation in this regard is complex and its implementation is uncertain. Accordingly,
shareholders should seek independent professional tax advice.
Rockcastle shareholders are advised to consult their professional advisors regarding the tax consequences of the cash dividend and
the scrip dividend or should they be in any doubt as to the appropriate action to take.
In terms of the JSE Listings Requirements regarding dividends withholding tax in South Africa, the following additional
information is disclosed:
- There is no withholding tax payable in Mauritius.
Shareholders residing outside South Africa
The receipt of the cash dividend or electing to receive the scrip dividend 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.
APPROVAL FROM THE SEM
On Friday, 19 August 2016, the SEM approved the issue and listing of up to a maximum of 18 033 360 new Rockcastle shares
that may be issued to existing shareholders who elect to receive the scrip dividend.
As required by the Listing Rules of the SEM, copies of the Supplement to the Listing Particulars relating to this further issue of
shares and the Listing Particulars of the company, will be made available for inspection for at least 10 business days from Friday,
19 August 2016, during normal office hours (from 09:00 to 17:00 Mauritian time) at the registered office of the company which is
situated at c/o Intercontinental Trust Ltd, Level 3, Alexander House, 35 Cybercity, Ebene 72201, Mauritius.
Rockcastle has its primary listings on both the Official List of the SEM and the main board of the JSE Limited.
By order of the board
For further information please contact:
Intercontinental Trust Limited
Company secretary +230 403 0800
Java Capital
South Africa corporate advisor JSE and sponsor +27 11 722 3050
Perigeum Capital Ltd
SEM authorised representative and sponsor +230 402 0890
19 August 2016
This notice is issued pursuant to JSE Listings Requirements, SEM Listing Rules 10.4 and 11.3 and Rule 5(1) of the Securities
(Disclosure Obligations of Reporting Issuers) Rules 2007.
The Board of Directors of Rockcastle Global Real Estate Company Limited accepts full responsibility for the accuracy of the
information contained in this announcement.
Date: 19/08/2016 02:42:00 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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