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Notice to Greenbay shareholders in respect of an election to receive either a cash dividend or a scrip dividend
GREENBAY PROPERTIES LTD
(Formerly known as Green Flash Properties Ltd)
(Incorporated in the Republic of Mauritius on 14 August 2014)
(Registration number C124756 C1/GBL)
SEM share code: GFP.N0000
JSE share code: GRP
ISIN: MU0461N00007
(“Greenbay” or “the Company”)
NOTICE TO GREENBAY SHAREHOLDERS IN RESPECT OF AN ELECTION TO RECEIVE EITHER A CASH DIVIDEND OR A SCRIP DIVIDEND
CASH DIVIDEND OR SCRIP DIVIDEND
As announced earlier today, pursuant to a decision on Thursday, 10 November 2016, the board approved a final
distribution of 0.0999 GBP pence per share in respect of the six months ended 30 September 2016 (“cash dividend”)
and the board intends offering to shareholders the election to receive a scrip dividend by way of an issue of new
Greenbay shares (of the same class as existing shares) credited as fully paid up (“scrip dividend”) or a cash dividend.
The cash dividend will be paid to shareholders unless shareholders elect to receive the scrip dividend.
Should a shareholder validly elect to receive the scrip dividend in lieu of the cash dividend, such shareholder will
become entitled to a number of new Greenbay shares. A shareholder’s entitlement to new Greenbay shares will be
calculated by multiplying the number of shares held by that shareholder at the record date, being 2 December 2016, by
the cash dividend per share of 0.0999 GBP pence and dividing it by the scrip dividend reference price. The scrip
dividend reference price being:
- for shareholders on the Mauritian register: up to a 10% discount to either the spot price or the five-day volume
weighted average traded price of Greenbay shares traded on the Stock Exchange of Mauritius Ltd (“the SEM”)
(less the amount of the cash dividend), prior to the finalisation date, being Friday, 18 November 2016 (by 13:00
Mauritian time); and
- for shareholders on the South African register: being up to a 10% discount to either the spot price or the five-day
volume weighted average traded price of Greenbay shares traded on the JSE Limited (“the JSE”) (less the amount
of the cash dividend), prior to the finalisation date, Friday, 18 November 2016 (by 11:00 South African time). For
shareholders on the South African register, the cash dividend per share will be converted at the conversion rate.
The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in
Greenbay and to retain flexibility with regard to the Company's cash resources.
The cash dividend will be payable to shareholders out of the Company’s distributable profits.
As at the date of this announcement, the Company has 297 973 130 ordinary shares of no par value in issue.
A circular to Greenbay shareholders (“the circular”) in respect of the election being offered to Greenbay shareholders
to receive either the cash dividend or the scrip dividend, together with an election form, will be posted to shareholders
today, Friday, 11 November 2016 and will be available on the Company’s website at www.greenbayprop.mu from
today, Friday, 11 November 2016. Copies of the 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, 11 November 2016 to
Friday, 2 December 2016, during business hours. Terms defined in the circular shall bear the same meaning in this
announcement.
IMPORTANT DATES AND TIMES
FOR SHAREHOLDERS ON THE SA SHARE REGISTER
2016
Circular posted on Friday, 11 November
Announcement of conversion rate and scrip dividend reference price released on SENS Friday, 18 November
on or before
Last day to trade on the JSE in order to be eligible for the cash dividend or alternatively Tuesday, 29 November
the scrip dividend on
Shares commence trading ex-dividend or scrip dividend on the JSE on Wednesday, 30 November
Record date for shareholders recorded on the SA share register Friday, 2 December
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 2 December
Announcement on SENS of the amount of new Greenbay shares issued on Tuesday, 6 December
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts Tuesday, 6 December
credited/updated and new Greenbay shares listed on the JSE on
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. Greenbay shareholders are referred to the circular for information on the action required to be taken by them.
3. Shareholders should note that new Greenbay shares should not be traded until the new Greenbay shares
are issued or reflect in their accounts with their CSDP or broker on Tuesday, 6 December 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 Tuesday, 29 November 2016 and Friday, 2 December 2016
both days inclusive.
5. Shareholders on the SA share register who do not elect to receive the scrip dividend will receive the cash
dividend in South African Rand, based on the exchange rate to be obtained by the Company on or before
Friday, 18 November 2016.
FOR SHAREHOLDERS ON THE MAURITIAN SHARE REGISTER
2016
Circular posted on Friday, 11 November
Announcement of conversion rate and scrip dividend reference price released on the Friday, 18 November
SEM website on or before
Last day to trade on the SEM in order to be eligible for the cash dividend or Tuesday, 29 November
alternatively the scrip dividend on
Shares commence trading ex-dividend or scrip dividend on the SEM on Wednesday, 30 November
Record date for shareholders recorded on the Mauritian share register Friday, 2 December
Closing date for receipt of completed election forms by no later than 14:00 on Friday, 2 December
Announcement on the SEM website of the amount of new Greenbay shares issued on Tuesday, 6 December
Payment of cash dividend, CDS accounts credited and new Greenbay shares listed on Tuesday, 6 December
the SEM on
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.
2. Greenbay shareholders are referred to the circular for information on the action required to be taken by them.
3. Dematerialised shareholders should note that new Greenbay shares should not be traded until the new
Greenbay shares reflect in their CDS accounts with their stockbroker.
4. No transfers of shares can take place between sub-registers in South Africa and Mauritius between Tuesday, 29
November 2016 and Friday, 2 December 2016 both days inclusive.
5. Shareholders on the Mauritian share register who do not elect to receive the scrip dividend will receive the cash
dividend in GBP.
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 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 Greenbay 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 Greenbay shares. However, the legislation in this regard is complex and its implementation is
uncertain. Accordingly, shareholders should seek independent professional tax advice.
Greenbay 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 other countries and such shareholders are advised to obtain appropriate advice from
their professional advisors in this regard.
Fractions
The allocation of new Greenbay shares will be such that shareholders who elect to receive the scrip dividend will not
be allocated a fraction of a new Greenbay share and as such any entitlement to receive a fraction of a new Greenbay
share which:
? is less than one-half of a new Greenbay share, will be rounded down to the nearest whole number; and
? is equal to or greater than one-half of a new Greenbay share but less than a whole new Greenbay share, will be
rounded up to the nearest whole number.
By order of the Board.
11 November 2016
The Company has a primary listing on the Official Market of the SEM and a secondary listing on the Alternative
Exchange of the JSE.
JSE sponsor
Java Capital
+27 11 722 3050
SEM Authorised representative and Sponsor
Perigeum Capital
+230 402 0890
Company Secretary
Intercontinental Trust Ltd
+230 403 0800
This notice is issued pursuant to JSE Listings Requirements, SEM Listing Rules 11.3 and Rule 5(1) of the Securities
(Disclosure Obligations of Reporting Issuers) Rules 2007.
The Board of Directors of Greenbay Properties Limited accepts full responsibility for the accuracy of the information
contained in this announcement.
Date: 11/11/2016 12:54:00 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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