Declaration of cash dividend and capitalisation share issue alternative
FINBOND GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/015761/06)
JSE code: FGL
("Finbond" or "the Company")
DECLARATION OF CASH DIVIDEND AND CAPITALISATION SHARE ISSUE ALTERNATIVE
Further to the company’s annual results announcement dated 30 May 2018, the
board of the company has declared a gross cash dividend of 9.91 cents per
share (“cash dividend”) for the year ended 28 February 2018. Shareholders
will, however, be entitled to elect to receive a capitalisation share issue
alternative of 2.52904 for every 100 ordinary shares, to ordinary
shareholders recorded in the Finbond register on the record date, being
Friday, 13 July 2018 (“capitalisation share issue award”).
The ratio of entitlement is based on the volume weighted average traded price
per Finbond ordinary share on the JSE Limited over the five trading days up
to and including 13 June 2018, of 391.84864 cents per share, which will be
the issue price per Finbond share (“the issue price”).
Shareholders are required to notify their duly appointed participant or
broker of their election in terms of the Capitalisation Issue Alternative.
For the avoidance of doubt, if no action is taken by shareholders, they will
receive the Cash Dividend.
The last day to trade in the company’s shares cum the cash dividend and
capitalisation share issue awards is Tuesday, 10 July 2018. Consequently no
dematerialisation or rematerialisation of the company’s shares may take place
over the period from Tuesday, 10 July 2018 to Friday, 13 July 2018, both
days inclusive. Trading in the company’s shares ex the capitalisation share
issue award and cash dividend alternative will commence on Wednesday, 11
The new ordinary shares to be allotted pursuant to the capitalisation share
issue award will be issued as fully paid ordinary shares, the value of which
will be capitalised from income reserves of the company. At the date of
declaration, the company has 944 907 501 ordinary shares in issue.
The cash dividend is scheduled to be payable in South African Rand (ZAR) on
Monday, 16 July 2018 from the company’s retained earnings. Such dividend is
subject to and will be paid net of dividends tax of 20%, to be withheld and
paid to the South African Revenue Service. Such tax must be withheld unless
beneficial owners of such dividend have provided the necessary documentary
proof to the relevant regulated intermediary (being a broker, CSD
participant, nominee company or the company’s transfer secretaries, Link
Market Services (Pty) Ltd, PO Box 4844, Johannesburg, 2000 South Africa)
that they are exempt therefrom, or entitled to a reduced rate, as a result
of a double taxation agreement between South Africa and the country of tax
domicile of such owner.
The withholding tax, if applicable at the rate of 20%, will result in a net
cash dividend per share of 7.928 cents per share, applicable to the cash
dividend. As the capitalisation share issue award does not constitute a
dividend as defined in the Income Tax Act, no withholding tax is applicable
thereon. However, there are possible tax implications of electing to receive
shares under the Capitalisation Issue Alternative and shareholders are
advised to obtain their own professional advice in this regard.
Where a shareholder’s entitlement to new ordinary shares calculated in
accordance with the capitalisation issue share award formula gives rise to
a fraction of a new ordinary share, such entitlement will be rounded down to
the nearest whole number resulting in allocations of whole securities and a
cash payment to the shareholder for the fraction. Any fractional entitlement
payment will also be subject to 20% withholding tax.
The salient dates and times relating to the capitalisation share issue award
and cash dividend alternative are as follows:
Record date in order to receive the election circular Friday, 15 June
Declaration and Finalisation announcement for cash
dividend and capitalisation issue share award on SENS Friday, 15 June
Circular and form of election posted to shareholders Wednesday, 20 June
Last day to trade in order to be eligible for cash
dividend/capitalisation issue share award Tuesday, 10 July
Shares trade ex-entitlement Wednesday, 11 July
Provisional listing of maximum number of shares for the
share award at commencement of trade on the JSE Limited Wednesday, 11 July
SENS announcement in respect of the cash payment
applicable to fractional entitlements, based on the
volume weighted average price on Wednesday, 11 July 2018,
discounted by 10%, by no later than 09:00 Thursday, 12 July
Last day to elect to receive capitalisation issue share
award, forms of election to reach the Transfer
Secretaries by 12:00 Friday, 13 July
Record date Friday, 13 July
Share certificates posted and Cash Dividend payments
made, CSDP/broker accounts updated/credited, as
applicable on Monday, 16 July
Announcement of the results of the cash
dividend/capitalisation issue share award on SENS Monday, 16 July
Announcement of the results of the cash dividend/
capitalization issue share award in the press Tuesday, 17 July
Adjustment of number of new shares listed on or about Wednesday, 18 July
1. No shares will be dematerialised or rematerialised between Tuesday 10
July 2018 and Friday, 13 July 2018 (both days inclusive). All times quoted
in this circular are South African times.
2. Finbond shareholders who have already dematerialised their shares
through a CSDP or broker must not complete the Form of Election but should
instruct their CSDP or broker as to their capitalisation issue share award
election. Dematerialised shareholders are required to notify their duly
appointed CSDP or broker of their capitalisation issue share award election
in the manner and time stipulated in the agreement governing the relationship
between the shareholder and his/her/its CSDP or broker.
A circular setting out full details of the cash dividend and capitalisation
share issue award alternative and containing a form of election will be
distributed to shareholders on Wednesday, 20 June 2018 and will be available
on the company’s website hosted at www.finbondlimited.co.za.
15 June 2018
Sponsor: Grindrod Bank Limited
Date: 15/06/2018 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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