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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
Introduction
On 15 November 2017 it was announced that the board of directors of Dipula has approved an interim dividend
for the year ended 31 August 2017 of 50.64892 cents per A ordinary share and 53.65841 cents per B ordinary
share (the “cash dividend”).
Ordinary shareholders are advised that they may elect, in respect of all or part of their A and/or B ordinary
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, 27 November 2017). The reinvestment price will be announced
on the finalisation date, which will be no later than Tuesday, 28 November 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.
A circular providing further information in respect of the cash dividend and re-investment option will be issued today,
21 November 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
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.
Fractions
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.
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 issued Tuesday, 21 November
Announcement relating to issue of circular published on SENS Tuesday, 21 November
Finalisation information, including the share ratio and reinvestment price per share,
published on SENS Tuesday, 28 November
Last day to trade in order to receive the cash dividend or participate in the re-
investment option (“LDT”) Tuesday, 5 December
Ordinary shares trade ex-dividend Wednesday, 6 December
Last day to elect to participate in the re-investment option (by 12:00 South African
time) (no late elections will be accepted) Friday, 8 December
Record date for receipt of the cash dividend or participation in the re-investment
option (“record date”) Friday, 8 December
Listing of maximum possible number of A and B ordinary shares under the re-
investment option Friday, 8 December
Announcement of results of the re-investment option released on SENS Monday, 11 December
Dematerialised shareholder accounts credited by CSDP or broker with the cash
dividend payment Monday, 11 December
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, 13 December
Adjustment to number of A and B ordinary shares listed on or about Thursday, 14 December
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, 6 December 2017 and Friday, 8 December 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 15 November 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 tax will be due on the total cash dividend amount of 50.64892 cents per
A ordinary share and 53.65841 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.
21 November 2017
Corporate advisor and sponsor
Java Capital
Date: 21/11/2017 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,
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