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SANTOVA LIMITED - Declaration of Cash Dividend with a Scrip Distribution Alternative

Release Date: 17/05/2017 15:28
Code(s): SNV
Wrap Text
Declaration of Cash Dividend with a Scrip Distribution Alternative

SANTOVA LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/018118/06)
Share code: SNV
ISIN: ZAE000159711
(“Santova” or “the Company”)

DECLARATION OF CASH DIVIDEND WITH A SCRIP DISTRIBUTION ALTERNATIVE
FOR THE YEAR ENDED 28 FEBRUARY 2017

The Board has approved and declared a Cash Dividend of 6.25 cents per share, and the
election to receive 0.01972 non-renounceable capitalisation issue shares (the Scrip
Distribution Alternative) for every 100 Santova ordinary shares in lieu of the Cash Dividend,
to be paid or issued to shareholders recorded in the register of the Company at the close of
business on Friday, 30 June 2017.

Santova shareholders who have already dematerialised their shares through a CSDP or
broker and wish to receive the Scrip Distribution Alternative in lieu of the Cash Dividend
must instruct their CSDP or broker accordingly. This should be done in terms of the
agreement in existence between the dematerialised shareholder and the CSDP or broker.

Shareholders that have disposed of all their shares in the Company on or before Tuesday,
27 June 2017, should consult their broker or other professional advisor immediately for
advice on how to deal with the Form of Election.

The Cash Dividend and the Scrip Distribution Alternative are likely to have tax implications
for both resident as well as non-resident shareholders. Shareholders are therefore advised
to obtain their own professional taxation advice in this regard.

For resident shareholders the Cash Dividend to be paid will be subject to South African
Dividends Withholding Tax (“DWT”) in term of the Income Tax Act (“the Act”) at a rate of
20%, unless the shareholder is exempt in terms the Act. This DWT will be withheld resulting
in a net cash dividend of 5.00 cents per share being paid to those shareholders liable for
DWT

Non-resident shareholders may be subject to a DWT at a rate of less than 20%, depending
on their country of residence and the terms of any Double Tax Agreement between South
Africa and their country of residence.

For resident shareholders the Scrip Distribution Alternative is not subject to DWT in terms of
the Act, however the subsequent disposal of ordinary shares obtained as a result of the
Scrip Distribution Alternative are likely to have Income Tax or Capital Gains Tax implications
in terms of the Act.

The new ordinary shares will, pursuant to the Scrip Distribution, be settled by way of
capitalisation of the Company's distributable retained profits. The new ordinary shares upon
their issue will rank pari passu in all respects with the other ordinary shares then in issue.
The Company's total number of issued ordinary shares is 158 247 496 as at 18 May 2017.

The ratio of entitlement of shareholders in respect of the Scrip Distribution Alternative will be
0.01972 capitalisation issue shares for every 100 Santova shares held at the record date
(“the ratio of entitlement”). Therefore, based on the shares in issue as at the last practicable
date of 158 247 496, the maximum number of potential capitalisation issue shares that will
be issued by the Company, if all shareholders elect to receive such capitalisation issue
shares, is 3,120,640 shares.

The ratio of entitlement is based on the volume weighted average traded price per Santova
share on the JSE over the five trading days up to and including Tuesday, 16 May 2017 of
317 cents per share, which will be the issue price per Santova share (“the issue price”).

Where a shareholder’s entitlement to new ordinary shares calculated in accordance with the
above formula gives rise to a fraction of a new ordinary share, such fraction of a new
ordinary share will be rounded down to the nearest whole number.

A circular providing shareholders with full information on the Cash Dividend and the Scrip
Distribution Alternative, including a Form of Election to elect to receive the Scrip Distribution
Alternative, will be posted to Shareholders on or about Thursday, 25 May 2017. The salient
dates of events thereafter are as follows –

Event                                                                                      Date
2017

Record date for determining which shareholders may
receive the circular                                                             Friday, 12 May

Announce declaration data: announce Cash Dividend/Scrip Distribution
and salient dates on SENS, following the release of preliminary results
                                                                              Wednesday, 17 May

Posting of circular and form of election                                       Thursday, 25 May

Last day to trade in order to be eligible to receive the Cash Dividend
or the Scrip Distribution Alternative                                          Tuesday, 27 June

Provisional listing and trading of maximum possible number of ordinary shares
on the JSE in terms of the Scrip Distribution from the commencement
of business on                                                               Wednesday, 28 June

Ordinary shares trade 'ex' the Cash Dividend and the Scrip Distribution
Alternative on                                                               Wednesday, 28 June

Last day to elect to receive the Scrip Distribution Alternative instead
of the Cash Dividend, Forms of Election to reach the
Transfer Secretaries by 12h00                                                   Friday, 30 June
Record date in respect of the Cash Dividend and the Scrip Distribution
Alternative                                                                     Friday, 30 June

Scrip Distribution certificates posted and Cash Dividend payments
made, CSDP/broker accounts credited/updated, as applicable on                    Monday, 3 July

Announcement relating to the results of the Cash Dividend and
the the Scrip Distribution Alternative released on SENS                          Monday, 3 July

Announcement relating to the results of the Cash Dividend and
the Scrip Distribution Alternative published on SENS                            Tuesday, 4 July

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 Distribution at the commencement of business on            Wednesday, 5 July

All times provided are South African local times. The above dates and times are subject to
change. Any change will be announced on SENS. Share certificates may not be
dematerialised or rematerialised between Wednesday, 28 June 2017 and Friday, 30 June
2017, both days inclusive.

17 May 2017
Johannesburg
Sponsor and Corporate Advisor
River Group

Date: 17/05/2017 03:28:00 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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