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Election to reinvest cash dividend in return for ordinary shares
DIPULA INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
JSE share code: DIA ISIN: ZAE000203378
JSE share code: DIB ISIN: ZAE000203394
(Approved as a REIT by the JSE)
(“Dipula” or the “company”)
ELECTION TO REINVEST CASH DIVIDEND IN RETURN FOR ORDINARY SHARES
On 17 May 2017 it was announced that the board of directors of Dipula has approved an interim dividend for the
period 1 September 2016 to 28 February 2017 of 50.64892 cents per A ordinary share and 41.83993 cents per B
ordinary share (the “cash dividend”).
Ordinary shareholders holding both A ordinary shares and B ordinary shares are advised that they may elect, in respect
of all or part of their shareholding, to re-invest the cash dividend in return for either A or B ordinary shares, as the case
may be (the “re-investment option”), failing which they will receive the cash dividend. Shareholders who elect to
participate in the re-investment option will receive a number of A or B ordinary shares, as the case may be,
determined with reference to the ratio that the cash dividend bears to the reinvestment price (being up to a 2.5%
discount to either the spot or the five-day volume weighted average traded price (less the cash dividend) of A or B
ordinary shares on the JSE as at Monday, 29 May 2017).
As clause 7.4 of the company’s memorandum of incorporation provides that there shall at no time be more A ordinary
shares in issue than B ordinary shares, any election by an A ordinary shareholder to participate in the re-investment
option is subject to the condition that the total number of A ordinary shares to be issued pursuant to the re-investment
option will never exceed the total number of B ordinary shares to be issued. Accordingly, Dipula reserves the right to
reduce the number of new A ordinary shares issued to electing A ordinary shareholders in terms of the share re-
investment option, on a pro rata basis, if the issue of A ordinary shareholders’ full election of new A ordinary shares
would result in more A ordinary shares being issued than B ordinary shares. In such circumstances, A ordinary
shareholders will receive the balance of their dividend (net of withholding tax) in cash.
Trading in the Strate environment does not permit fractions and fractional entitlements. Accordingly, where a
shareholder’s entitlement to ordinary shares in terms of the re-investment option gives rise to a fraction of an ordinary
share, such fraction will be rounded down to the nearest whole number with any residual cash balance being retained
by the shareholders.
The cash dividend and the right to elect to receive shares under the re-investment option in jurisdictions other than
South Africa may be restricted by law, and a failure to comply with any of these restrictions may constitute a violation
of the securities laws of the relevant jurisdiction(s). Ordinary shares have not been and will not be registered for the
purposes of the re-investment option under the securities laws of the United Kingdom, European Economic Area or
EEA, Canada, United States of America, Japan or Australia and accordingly are not being offered, sold, taken up, re-
sold or delivered directly or indirectly to recipients with registered addresses in such jurisdictions, including qualified
institutional buyers or sophisticated investors, who, for the avoidance of doubt, will receive the dividend in cash.
A circular providing further information in respect of the cash dividend and re-investment option will be posted to
Dipula shareholders today, 17 May 2017.
Shareholders seeking to participate in the share re-investment option should instruct their CSDP or broker accordingly
in terms of the custody agreement entered into between them and their CSDP or broker. Shares issued in terms of the
re-investment option will be issued in dematerialised form only. No certificated shares will be issued.
Salient dates and times
The salient dates and times for the re-investment option are as set out below.
Salient dates and times 2017
Circular posted to shareholders Wednesday, 17 May
Announcement relating to issue of circular published on SENS Wednesday, 17 May
Finalisation information, including the share ratio and reinvestment price per share,
published on SENS Tuesday, 30 May
Last day to trade in order to receive the cash dividend or participate in the re-
investment option (“LDT”) Tuesday, 6 June
Ordinary shares trade ex-dividend Wednesday, 7 June
Last day to elect to participate in the re-investment option (by 12:00 South African
time) (no late elections will be accepted) Friday, 9 June
Record date for receipt of the cash dividend or participation in the re-investment
option (“record date”) Friday, 9 June
Listing of maximum possible number of A and B ordinary shares under the re-
investment option Friday, 9 June
Announcement of results of the re-investment option released on SENS Monday, 12 June
Dematerialised shareholder accounts credited by CSDP or broker with the cash
dividend payment Monday, 12 June
CSDP or broker accounts of dematerialised shareholders who elected to participate
in the re-investment option credited with A or B ordinary shares, as the case may be Wednesday, 14 June
Adjustment to number of A and B ordinary shares listed on or about Monday, 19 June
Notes:
1. Shareholders electing to participate in the re-investment option are alerted to the fact that the new ordinary
shares will be listed on LDT + 3 and can therefore only be traded on LDT +3. This is due to the fact that
settlement of the ordinary shares will be three days after the record date, which differs from the
conventional one day after record date settlement process.
2. Shares may not be dematerialised or rematerialised between Wednesday, 7 June 2017 and Friday, 9 June 2017,
both days inclusive.
3. The above dates and times are subject to change. Any changes will be released on SENS.
Tax implications
Shareholders are referred to the announcement released on SENS on 17 May 2017 for details as to the tax implications
of the cash dividend and re-investment option. Pre-taxation funds are utilised for the purposes of the re-investment
option granted to shareholders and that tax will be due on the total cash dividend amount of 50.64892 cents per
A ordinary share and 41.83993 cents per B ordinary share, respectively.
The cash dividend and share re-investment alternative may have tax implications for South African resident as well as
non-resident shareholders. Shareholders are therefore encouraged to consult their professional advisors should they be
in any doubt as to the appropriate action to take.
17 May 2017
Corporate advisor and sponsor
Java Capital
Date: 17/05/2017 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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