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CLOVER INDUSTRIES LIMITED - Posting of circular relating to scrip distribution or cash dividend election

Release Date: 29/03/2017 10:00
Code(s): CLR     PDF:  
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Posting of circular relating to scrip distribution or cash dividend election

Clover Industries Limited
(Incorporated in the Republic of South Africa)
Registration number: 2003/030429/06
Tax number: 9657/002/71/4
JSE Ordinary Share code: CLR
NSX Ordinary Share code: CLN
ISIN No: ZAE000152377
(“Clover” or “the Company”)

POSTING OF CIRCULAR RELATING TO SCRIP DISTRIBUTION OR CASH DIVIDEND ELECTION

Shareholders are referred to the Company’s unaudited interim financial results for the six months ended 31
December 2016, released on the Stock Exchange News Service (“SENS”) on 1 March 2017 and published in
the press on 2 March 2017, in which they were advised that Clover’s board of directors had resolved to approve
and declare an interim distribution for the six months ended 31 December 2016 from retained earnings
of 24.21000 cents per share, by way of the issue of fully-paid Clover ordinary shares with a par value of 5
cents per share (“the Scrip Distribution”) to ordinary Shareholders (“Shareholders”) recorded in the register of
the Company at the close of business on the Record Date, being Friday, 21 April 2017.

Shareholders will, however, be entitled to elect to receive a cash dividend of 24.21000 cents per ordinary share
with a par value of 5 cents per share held on the Record Date, being Friday, 21 April 2017, in respect of all or
part of their ordinary shareholding, instead of the Scrip Distribution (“the Cash Dividend”).

The Cash Dividend will be paid only to those:

-   certificated Shareholders whose Forms of Election to receive the Cash Dividend, in respect of all or part
    of their shareholding, are received by the Transfer Secretaries on or before 12h00 noon on Friday, 21 April
    2017; and
-   dematerialised Shareholders who have instructed their CSDP or broker accordingly and in the manner
    and time stipulated in their agreement with such CSDP or broker.

The number of Scrip Distribution shares to which each of the Shareholders will become entitled pursuant to
the Scrip Distribution (to the extent that such Shareholders have not elected to receive the Cash Dividend) will
be determined by reference to such Shareholder’s ordinary shareholding in Clover (at the close of business
on the Record Date, being Friday, 21 April 2017) in relation to the ratio that 24.21000 cents bears to the volume
weighted average price of an ordinary Clover share traded on the JSE during the 15-day trading period ending
on Friday, 6 April 2017.

Shareholders are required to notify their duly appointed CSDP or broker of their election in terms of the Cash
Dividend alternative. For the avoidance of doubt, if no action is taken by a Shareholder, they will receive the
Scrip Distribution.

The Scrip Distribution and the Cash Dividend alternative are likely to have tax implications for both resident
and non-resident (foreign) Shareholders. Shareholders are therefore encouraged to consult their professional
tax advisers, should they be in any doubt as to the appropriate action to take. In terms of the Income Tax Act
58 of 1962 ("Income Tax Act"), the Cash Dividend will, unless exempt, be subject to Dividend Withholding Tax
("DWT"). South African resident Shareholders that are liable for DWT will be subject to DWT at a rate of 20%
of the Cash Dividend and this amount will be withheld from the Cash Dividend with the result that they will
receive a net amount of 19.36800 cents per share. Non-resident/foreign Shareholders may be subject to DWT
at a rate of less than 20%, depending on their country of residence and the applicability of any Double Tax
Agreement between South Africa and their country of residence.

The Scrip Distribution is not subject to DWT in terms of the Income Tax Act, but the subsequent disposal of
ordinary shares obtained as a result of the Scrip Distribution is likely to have Income Tax or Capital Gains Tax
("CGT") implications. Where any future disposals of ordinary shares obtained as a result of the Scrip
Distribution falls within the CGT regime, the base cost of such shares will be deemed to be zero in terms of
the Income Tax Act (or the value at which such ordinary shares will be included in the determination of the
weighted average base cost method will be zero).

The rights to receive the Scrip Distribution shares in jurisdictions other than the Republic of South Africa, may
be restricted by law and any failure to comply with those restrictions may constitute a violation of the securities
laws of such jurisdictions. Accordingly, Shareholders will not be entitled to receive the Scrip Distribution shares,
directly or indirectly, in those jurisdictions and shall be deemed to have elected the Cash Dividend alternative.
Such non-resident Shareholders should inform themselves about and observe any applicable legal
requirements in such jurisdictions. It is the responsibility of non-resident Shareholders to satisfy themselves
as to the full observance of the laws and regulatory requirements of the relevant jurisdictions in respect of the
Scrip Distribution, including the obtaining of any governmental, exchange control or other consents or the
making of any filing which may be required, compliance with other necessary formalities and payment of any
issue, transfer or other taxes or other requisite payments due in such jurisdictions. Shareholders who have
any doubts as to their position, including, without limitation, their tax status, should consult an appropriate
adviser in the relevant jurisdictions without delay.

Shareholders are advised that a circular, setting out, inter alia, the terms of the Scrip Distribution and Cash
Dividend (and including a Form of Election) will be posted to shareholders today, Wednesday, 29 March 2017
(“the Circular”). The Circular is also available on the Company’s website, www.clover.co.za.

The salient dates for the proposed Scrip Distribution and Cash Dividend, also contained in the Circular, are as
follows:


  EVENT                                                                                                   2017
  Announcement released on SENS in respect of the ratio applicable to the
  Scrip Distribution, based on the 15-day volume weighted average price ending                 Friday, 7 April
  on Thursday, 6 April 2017, by 11h00 on

  Announcement published in the press of the ratio applicable to the Scrip
  Distribution, based on the 15-day volume weighted average price ending on                   Monday, 10 April
  Thursday, 6 April 2017 on

  Last day to trade in order to be eligible for the Scrip Distribution and the Cash          Tuesday, 18 April
  Dividend alternative

  Ordinary shares trade “ex” the Scrip Distribution and the Cash Dividend
  alternative on                                                                           Wednesday, 19 April                                                                       
  
  Listing and trading of maximum possible number of ordinary shares on the                 Wednesday, 19 April
  JSE in terms of the Scrip distribution from the commencement of business on

  Announcement released on SENS in respect of the cash payment applicable
  to fractional entitlements, based on the volume weighted average price on                 Thursday, 20 April
  Wednesday, 19 April 2017, discounted by 10%, by 11h00 on

  Last day to elect to receive the Cash Dividend alternative instead of the Scrip
  Distribution, Forms of Election to reach the Transfer Secretaries by 12h00 on               Friday, 21 April
  
  Record Date in respect of the Scrip distribution and the Cash Dividend
  alternative                                                                                 Friday, 21 April
 
  Scrip Distribution certificates posted and Cash Dividend payments made,
  CSDP/broker accounts credited/updated, as applicable, on                                    Monday, 24 April
  
  Announcement relating to the results of the Scrip Distribution and the Cash
  Dividend alternative released on SENS on                                                    Monday, 24 April
  
  Announcement relating to the results of the Scrip Distribution and the Cash
  Dividend alternative published in the press on                                             Tuesday, 25 April
  
  JSE listing of ordinary shares in respect of the Scrip Distribution adjusted to
  reflect the actual number of ordinary shares issued in terms of the Scrip                Wednesday, 26 April
  Distribution at the commencement of business on or about

All times provided are South African local times. The above dates and times are subject to change. Any
material change will be announced on SENS.

Share certificates may not be dematerialised or rematerialised between Wednesday, 19 April 2017 and Friday,
21 April 2017, both days inclusive.

Johannesburg
29 March 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

NSX Sponsor
IJG SECURITIES

Date: 29/03/2017 10:00:00 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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