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BRAIT SE - Proposed bonus share issue or cash dividend alternative and posting of circular to Brait shareholders

Release Date: 30/06/2017 09:00
Code(s): BAT     PDF:  
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Proposed bonus share issue or cash dividend alternative and posting of circular to Brait shareholders

Brait SE
(Registered in Malta as a European Company)
(Registration No.SE1)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A1Z6XC ISIN: XS1292954812
LEI code: 549300VB8GBX4UO7WG59
(“Brait”, the “Company”)

PROPOSED BONUS SHARE ISSUE OR CASH DIVIDEND ALTERNATIVE AND POSTING OF
CIRCULAR TO BRAIT SHAREHOLDERS

Shareholders are referred to the announcement accompanying Brait’s final
results for the financial year ended 31 March 2017, released on the LuxSE
website and JSE SENS on Tuesday, 13 June 2017. Shareholders were advised
that the Board of Directors of the Company (the “Board”) has proposed an
ordinary share bonus issue or cash dividend alternative of 78.15 ZAR
cents/5.25 EUR cents per ordinary share for the financial year ended 31
March 2017, subject to shareholder approval at the Company’s AGM at 09h00
on Wednesday, 26 July 2017 at the Company’s registered office.

A Circular with the requisite shareholder election details relating to
the Bonus Share Issue or Cash Dividend Alternative and the Company’s
Integrated Annual Report have today been issued to Brait shareholders.
Copies may be obtained from the Company’s registered office or an
electronic format is also available on the Company’s website at
www.brait.com. Summary details from the Circular relating to the Bonus
Share Issue and Cash Dividend Alternative are extracted and shown below.

The Cash Dividend Alternative will only be applicable to those
shareholders who have elected to receive this and whose election forms
are received by the Transfer Secretaries on or before 12h00 on Friday, 4
August 2017, the Record Date. The offer to reinvest the Cash Dividend
(net of any applicable dividend taxes) is non-renounceable. Should
shareholders take no action, regardless of being a certificated or
dematerialised shareholder, such shareholders will on Monday, 7 August
2017 receive New Shares in accordance with the Bonus Share Issue as set
out in the Circular.

The number of New Shares to which shareholders will be entitled pursuant
to either the Bonus Share Issue or the Cash Dividend Reinvestment will be
determined by such shareholder's shareholding in Brait on the Record
Date, in relation to the ratio that the Cash Dividend of 78.15 ZAR
cents/5.25 EUR cents (net of any applicable dividend taxes) bears to the
Volume Weighted Average Price (VWAP), calculated for the 15-day period
ended 24 July 2017. The VWAP is expected to be announced to the market on
26 July 2017.
The relevant dates for the Bonus Share Issue and Cash Dividend
Alternative are as follows:

Event                                                               2017
Circular and form of election posted to                  Friday, 30 June
shareholders and announced on the Stock Exchange
News Service (“SENS”) on

AGM, approving the Bonus Share Issue and Cash         Wednesday, 26 July
Dividend Alternative, at 09h00 on

Announcement of finalization of applicable ratio,     Wednesday, 26 July
based on the 15-day VWAP ending Monday, 24 July
2017

Last day of trade in order to be eligible for the      Tuesday, 1 August
Bonus Share Issue or Cash Dividend Alternative on

Ordinary shares trade “ex” the Bonus Share           Wednesday, 2 August
Issue/Cash Dividend Alternative on

Announcement of cash fraction rate by 11h00           Thursday, 3 August

Last day for election forms to receive the Cash         Friday, 4 August
Dividend Alternative instead of the Bonus Share
Issue to reach the Transfer Secretaries by 12h00
on

Record Date in respect of the Bonus Share Issue         Friday, 4 August
and Cash Dividend Alternative on

First round of share certificates (for Bonus Share      Monday, 7 August
Issue) and dividend cheques (for Cash Dividends)
posted, CSDP/participant/broker accounts
credited/updated and New Shares (for Bonus Share
Issue) issued and listed on

Net cash paid back to Brait where shareholders         Tuesday, 8 August
have elected to reinvest the cash dividend to
subscribe for New Shares, in terms of the Cash
Dividend Reinvestment

Second round of share certificates (for Cash         Thursday, 10 August
Dividend Reinvestment) posted,
CSDP/participant/broker accounts credited/updated
for New Shares (for Cash Dividend Reinvestment)
issued and listed on


The Bonus Share Issue and Cash Dividend Alternative are, however, subject
to shareholder approval at the Company's AGM on 26 July 2017. The results
of the AGM are expected to be announced to the market on or about 26 July
2017.

Shareholders not electing to receive the Cash Dividend Alternative in
respect of all or part of their shareholding will, without any action on
their part, be issued with New Shares in accordance with their
shareholding pursuant to the Bonus Share Issue.
The Bonus Share Issue and the Cash Dividend Alternative may have tax
implications for shareholders. The receipt of New Shares in terms of the
Bonus Share Issue by South African resident shareholders should not be
classified as a dividend nor a foreign dividend for South African tax
purposes and hence dividends tax should not be levied on such New Shares.
For those South African resident shareholders electing the Cash Dividend
Alternative in lieu of the New Shares, such amount will be regarded as a
foreign dividend, and may be subject to dividends tax at the rate of 20%,
unless an exemption as set out in the South African income tax
legislation applies. If South African Dividends Tax applies, the net
dividend will be 62.52 ZAR cents per share. Fractional entitlements paid
in cash will be deemed a cash dividend and treated as such for tax
purposes.

Shareholders are encouraged to consult with their professional advisors
should they be in any doubt as to the appropriate action to take.


Malta
30 June 2017

Brait’s primary listing is on the Euro MTF market of the Luxembourg Stock
Exchange and its secondary listing is on the Johannesburg Stock Exchange.

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

Date: 30/06/2017 09:00:00 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
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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,
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