Wrap Text
Declaration announcement and availability of scrip distribution circular
LIGHTHOUSE PROPERTIES p.l.c.
(Formerly Lighthouse Capital Limited)
(Incorporated in Malta)
(Registration number: C 100848)
JSE share code: LTE
ISIN: MU0461N00015
LEI: 549300UG27SWRF0X2U62
("Lighthouse" or the "Company")
DECLARATION ANNOUNCEMENT AND AVAILABILITY OF SCRIP DISTRIBUTION CIRCULAR
Introduction
Shareholders are advised that on 11 August 2022, the board of directors of Lighthouse (the "Board") approved a
scrip distribution of 1.62500 EUR cents per Lighthouse Share in respect of the 6 months ended 30 June 2022
("Scrip Distribution"). The Board is accordingly offering a Scrip Distribution to Shareholders, with an alternative
cash distribution option ("Cash Distribution") of 1.46200 EUR cents per Lighthouse Share, which Cash
Distribution represents a 10% discount to the Scrip Distribution of 1.62500 EUR cents per Lighthouse Share.
Accordingly, a Scrip Distribution by way of an issue of new Lighthouse Shares, credited as fully paid up, will be
paid to Shareholders unless Shareholders elect to receive the Cash Distribution.
Shareholders that do not elect the Cash Distribution, are entitled to a number of Lighthouse Shares, which will be
determined based on the reference price, which reference price will be announced, together with the applicable
exchange rate and entitlement ratio, on or before Tuesday, 6 September 2022 (by 11:00 South African time), being
the Finalisation Date as defined in the Circular.
The rationale for the Scrip Distribution is to afford Shareholders the opportunity to increase their shareholding in
Lighthouse and to preserve the Company's cash resources. The Cash Distribution will be paid out of the
Company's retained income.
As at the date of this announcement, the Company has 1,624,873,544 ordinary shares of EUR 0.01 in issue.
Circular
A circular ("Circular") to Shareholders in respect of the election being offered to Shareholders to receive the
Scrip Distribution, or elect to receive the Cash Distribution, together with an election form, will be made available
to Shareholders today, Tuesday, 30 August 2022.
Copies of the Circular may be obtained from the Company's SA Transfer Secretaries, JSE Investor Services, 13th
Floor, 19 Ameshoff Street, Braamfontein, Johannesburg, South Africa, and from the Company Secretary, Maitland
Malta Limited, 4th Floor, Avantech Building, St Julian's Road, San Gwann, Malta, SGN 2805 from Tuesday, 30
August 2022 to Friday, 16 September 2022. The Circular will also be available on the Company's website at
(https://www.lighthouse.mt/circular/) from Tuesday, 30 August 2022.
Terms defined in the Circular shall bear the same meaning in this announcement.
Salient Dates and Times
2022
Circular posted and announced on SENS on Tuesday, 30 August
Announcement of Conversion Rate, Scrip Distribution Reference Price and Entitlement
Ratio released before 11:00 on SENS on or before Tuesday, 6 September
Last day to trade on the JSE in order to be eligible for the Scrip Distribution or alternatively
the Cash Distribution on Tuesday, 13 September
Shares commence trading ex-Scrip Distribution or Cash Distribution on the JSE on Wednesday, 14 September
Record Date Friday, 16 September
Closing date for receipt of completed Election Forms by no later than 12:00 on Friday, 16 September
Announcement on SENS of the amount of new Lighthouse Shares to be listed on Monday, 19 September
Notes:
1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes
will be released on SENS.
2. Shareholders should note that new Lighthouse Shares should not be traded until the new Lighthouse Shares are issued or reflect
in their accounts with their CSDP or broker on Thursday, 22 September 2022.
3. Share Certificates may not be Dematerialised or Rematerialised between Wednesday, 14 September 2022 and Friday, 16 September 2022,
both days inclusive.
4. Shareholders who elect to receive the Cash Distribution will receive a Cash Distribution in South African Rand, based on the exchange
rate to be obtained by the Company on Monday, 5 September 2022.
Tax implications
SA resident Shareholders
The receipt of the Scrip Distribution or electing to receive the Cash Distribution may have tax implications for
Shareholders.
For those South African resident Shareholders electing to receive the Cash Distribution, such amount may be
subject to tax.
The receipt of new Lighthouse Shares by South African resident Shareholders should not be classified as a
dividend or a foreign dividend for South African tax purposes and accordingly, South African dividend
withholding tax should not be levied on the new Lighthouse Shares. However, the legislation in this regard is
complex and its implementation is uncertain.
Accordingly, Shareholders should seek independent professional tax advice. Shareholders are advised to consult
their professional advisors regarding the tax consequences of the Scrip Distribution and the Cash Distribution, as
the case may be, or should they be in any doubt as to the appropriate action to take.
In terms of the JSE Listings Requirements regarding distributions withholding tax in South Africa, the following
additional information is disclosed:
- there is no withholding tax payable in Malta.
Shareholders residing outside South Africa
The receipt of the Scrip Distribution or electing to receive the Cash Distribution may have tax implications for
Shareholders who are resident outside South Africa and such Shareholders are advised to obtain appropriate advice
from their professional advisors in this regard.
Fractions
The allocation of new Lighthouse Shares will be such that Shareholders who receive the Scrip Distribution will
not be allocated a fraction of a new Lighthouse Share and as such any entitlement to receive a fraction of a new
Lighthouse Share will be rounded down to the nearest whole number.
No fractions of new Lighthouse Shares will be issued, nor will any residual entitlements be carried forward to any
future scrip distribution issues.
30 August 2022
JSE sponsor and corporate advisor Company Secretary
Java Capital Stonehage Fleming
Maitland Malta is a member of the Stonehage Fleming Group of Companies
Tel: +27 11 722 3050 Tel: +356 2144 6377
Date: 30-08-2022 04:00:00
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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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