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ESORFRANKI LIMITED - Results of the general meeting and declaration of a special dividend

Release Date: 18/11/2013 11:33:00      Code(s): ESR       PDF(s):  
Results of the general meeting and declaration of a special dividend

(Incorporated in the Republic of South Africa)
(Registration number 1994/000732/06)
JSE code: ESR
ISIN: ZAE000133369
(“Esorfranki” or “the Company”)


Further to the announcement dated 18 October 2013, shareholders are advised
that, at the general meeting of shareholders held today, the following
resolutions were passed by the requisite majority:
-   ordinary resolution relating to the disposal of Esorfranki Geotechnical
    (“the Disposal”); and
-   special resolution relating to the change of name of the company from
    “Esorfranki Limited” to “Esor Limited”.

Once the special resolution in respect of the change of name has been
lodged with and accepted by CIPC, a finalisation announcement relating
thereto will be released.

Shareholders are advised that the board has declared a special gross
dividend of 38 cents per share from income reserves (i.e. portion of
the purchase consideration of the Disposal) as set out below. The
board has taken into consideration the requirements of section 46 of
the Companies Act, 2008 (Act 71 of 2008), as amended, and has passed
a resolution to the effect that the Company satisfied the Solvency
and Liquidity Test and confirms that since such test was performed,
there have been no material changes to the financial position of the

The net amount of the special dividend is 32.3 cents per share,
constituted as follows:

Gross dividend (cents per share)                                        38.0
Gross STC credits                                                        0.0
Dividend withholding tax (15% on taxable dividend)                     (5.7)
Net dividend (cents per share)                                          32.3

The dividend tax deducted will be paid as follows:

1.      To the South African Revenue Service in respect of holders
        not exempt from dividends tax;
2.      Holders exempt from dividends tax or holders qualifying for a
        reduced rate per Double Tax Agreement will receive the
        appropriate dividend from their intermediary provided they
        have completed and lodged the relevant exemption or reduced
        rate prescribed application form timeously with their service
        provider.   The responsibility to make such submissions is
        that of the shareholder and failure to do so may result in
        dividends tax being deducted in full.
Payment will be made by the relevant intermediary, i.e. Central
Securities Depository Participant (“CSDP”) or broker nominee
company, which is the final regulated intermediary in terms of the
Income Tax Act.

The issued share capital of the company at the date of this
announcement is 395 185 430 ordinary shares. The tax reference
number of the company is 9088081204.

The Company is awaiting the relevant Exchange Control approval in
respect of this special dividend and once this is received, a
further announcement will be released on SENS confirming the
information relating to the special dividend.

The expected       dates   applicable   to   the   special   dividend   are   as

Last day to trade cum special                       Friday, 29 November 2013
Ordinary shares commence trading ex-                 Monday, 2 December 2013
special dividend
Record date (i.e. date shareholders                  Friday, 6 December 2013
recorded in the register in order to
be eligible to receive the special
Payment date                                         Monday, 9 December 2013

No share certificates may be dematerialised or rematerialised
between Monday, 2 December 2013 and Friday, 6 December 2013, both
dates inclusive.

18 November 2013

Vunani Corporate Finance

Date: 18/11/2013 11:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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