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Notice to Rockcastle shareholders in respect of an election to receive either a cash dividend or a scrip dividend
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
CASH DIVIDEND OR SCRIP DIVIDEND
As announced on Wednesday, 15 February 2017, shareholders are advised that the board of directors (“the board”) of Rockcastle
have declared a final distribution of 5.189 US$ cents per share in respect of the six months ended 31 December 2016. The board
intends offering shareholders the election to receive in respect of all or a part of their Rockcastle shareholding either a scrip
dividend by way of an issue of new Rockcastle shares (“new Rockcastle shares”) or a cash dividend of 5.189 US$ cents per share
(“cash dividend”).
The number of shares to which shareholders are entitled will be determined with reference to the scrip dividend ratio that
5.189 US$ cents per share bears to the reference price (up to a 7% discount to the five-day volume weighted average traded price
(less the cash dividend) of Rockcastle shares on the JSE, to be announced on or before Tuesday, 7 March 2017). The reference
price will be announced on the finalisation date, which will be no later than Tuesday, 7 March 2017 (by 11:00).
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 945 502 019 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 Monday,
27 February 2017 and will be available on the company’s website at www.rockcastleglobalre.mu from Monday,
27 February 2017. 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 Monday, 27 February 2017 to Friday, 17 March 2017, 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
2017
Circular and form of election posted to shareholders Monday, 27 February
Declaration announcement on SENS Monday, 27 February
Announcement of reference price, US$ to Rand conversion rate and scrip dividend ratio released on
SENS by no later than 11:00 on Tuesday, 7 March
Last day to trade on the JSE in order to be eligible for the cash dividend or alternatively the scrip
dividend on Tuesday, 14 March
Shares commence trading ex cash dividend or scrip dividend on the JSE on Wednesday, 15 March
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, 15 March 2017, less 10% Thursday, 16 March
Record date for shareholders recorded on the SA register Friday, 17 March
Closing date for receipt of completed election forms by no later than 12:00 on Friday, 17 March
Announcement released on SENS of the amount of new Rockcastle shares to be issued on Wednesday, 22 March
Listing of new Rockcastle shares on the JSE and trading of the new Rockcastle shares commences
on Thursday, 23 March
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 Thursday, 23 March
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 Thursday, 23 March 2017.
4. No transfers of shares between sub-registers in South Africa and Mauritius can take place between Tuesday, 7 March 2017
and Friday, 17 March 2017, both days inclusive.
5. Share certificates may not be dematerialised or rematerialised between Wednesday, 15 March 2017 and Friday,
17 March 2017, 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 Tuesday, 7 March 2017.
FOR SHAREHOLDERS ON THE MAURITIAN REGISTER
2017
Circular and form of election posted to shareholders Monday, 27 February
Declaration announcement on the SEM website Monday, 27 February
Announcement of reference price, US$ to Rand conversion rate and scrip dividend ratio released on
the SEM website by no later than 13:00 on Tuesday, 7 March
Last day to trade on the SEM in order to be eligible for the cash dividend or alternatively the scrip
dividend on Tuesday, 14 March
Shares commence trading ex cash dividend or scrip dividend on the SEM on Wednesday, 15 March
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, 15 March 2017, less 10% Thursday, 16 March
Record date for shareholders recorded on the Mauritian register Friday, 17 March
Closing date for receipt of completed election forms by no later than 14:00 on Friday, 17 March
Announcement on the SEM website of the amount of new Rockcastle shares to be issued on Wednesday, 22 March
Listing of new Rockcastle shares on the SEM and trading of the new Rockcastle shares commences
on Thursday, 23 March
Payment of cash dividend, CDS accounts credited and new Rockcastle shares listed on the SEM on Thursday, 23 March
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 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 Thursday, 23 March 2017.
4. No transfers of shares can take place between sub-registers in South Africa and Mauritius between Tuesday, 7 March 2017
and Friday, 17 March 2017 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, 15 March 2017, less 10%, which amount will be released on
SENS on Thursday, 16 March 2017.
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 20%, 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.
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.
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
27 February 2017
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: 27/02/2017 11:50:00 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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