Wrap Text
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').
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