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Declaration and finalisation 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
ISIN: ZAE000138095
("Finbond" or "the Company")
DECLARATION AND FINALISATION OF CASH DIVIDEND AND CAPITALISATION SHARE
ISSUE ALTERNATIVE
Further to the company’s annual results announcement dated 31 May 2019, the
board of the company has declared a gross cash dividend of 1.55 cents per
share (“cash dividend”) for the year ended 28 February 2019. Shareholders
will, however, be entitled to elect to receive a capitalisation share issue
alternative of 0.42922 for every 100 ordinary shares, to ordinary
shareholders recorded in the Finbond register on the record date, being
Friday, 2 August 2019 (“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 Wednesday, 12 June 2019, of 361.12 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, 30 July 2019. Consequently, no
dematerialisation or rematerialisation of the company’s shares may take place
over the period from Wednesday, 31 July 2019 to Friday, 2 August 2019, both
days inclusive. Trading in the company’s shares ex the capitalisation share
issue award and cash dividend alternative will commence on Wednesday, 31
July 2019.
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 945 012 017 ordinary shares in issue.
The cash dividend is scheduled to be payable in South African Rand (ZAR) on
Monday, 5 August 2019 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 1.24 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 Company’s tax
reference number is 9194313145.
The salient dates and times relating to the capitalisation share issue award
and cash dividend alternative are as follows:
2019
Record date in order to receive the election circular Friday, 5 July
Declaration and Finalisation announcement for cash Tuesday, 9 July
dividend and capitalisation issue share award on SENS
Circular and form of election posted to shareholders Wednesday, 10 July
Last day to trade in order to be eligible for cash Tuesday, 30 July
dividend/capitalisation issue share award
Shares trade ex-entitlement Wednesday, 31 July
Provisional listing of maximum number of shares for the Wednesday, 31 July
capitalisation issue
share award at commencement of trade on the JSE Limited
SENS announcement in respect of the cash payment Thursday, 1 August
applicable to fractional entitlements, based on the
volume weighted average price on Wednesday, 31 July 2019,
discounted by 10%, by no later than 11:00
Last day to elect to receive capitalisation issue share Friday, 2 August
award, forms of election to reach the Transfer
Secretaries by 12:00
Record date Friday, 2 August
Share certificates posted and Cash Dividend payments Monday, 5 August
made, CSDP/broker accounts updated/credited, as
applicable on
Announcement of the results of the cash Monday, 5 August
dividend/capitalisation issue share award on SENS
Announcement of the results of the cash dividend/ Tuesday, 6 August
capitalization issue share award in the press
Adjustment of number of new shares listed on or about Wednesday, 7 August
Notes:
1. No shares will be dematerialised or rematerialised between Wednesday,
31 July 2019 and Friday, 2 August 2019 (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 was
distributed to shareholders on Wednesday, 10 July 2019 and will be available
on the company’s website hosted at www.finbondlimited.co.za.
Exchange Control Restrictions
The following summary is intended as a guide only and is therefore not
comprehensive. If you are in any doubt in regard hereto, please consult your
CSDP, broker, attorney, accountant, banker or other professional adviser
immediately.
Please note that shareholders may not elect, directly or indirectly, to
receive the capitalisation issue share award if they are subject to
regulations of overseas jurisdictions which do not permit them to receive
the capitalisation issue share award unless certain exemptions from
requirements of those jurisdictions are applicable. Restrictions must be
applied at beneficial owner level, therefore, should an instruction be
received to elect the capitalisation issue share award, it will be deemed
that the beneficial owner is entitled to participate in such award.
In terms of the Exchange Control Regulations of the Republic of South Africa:
6.1 In the case of certificated shareholders:
• any share certificate that might be issued to non-resident shareholders
will be endorsed “nonresident”;
• any new share certificates and cash dividend payments based on
emigrants’ shares controlled in terms of the Exchange Control
Regulations will be forwarded to the authorised dealer in foreign
exchange controlling their blocked assets. The election by emigrants
for the above purpose must be made through the authorised dealer in
foreign exchange controlling their blocked assets. Such new share
certificates will be endorsed “non-resident”; and
• cash dividend payments due to non-residents are freely transferable
from South Africa. In respect of all non-residents of the common
monetary area (collectively the Republic of South Africa, the Republic
of Namibia and the Kingdoms of Lesotho and Swaziland), the cash
dividend payments due will be sent to the registered address of the
shareholder concerned or in accordance with instructions given to the
Transfer Secretaries.
6.2 In the case of dematerialised shareholders:
• any shares issued to emigrants from the common monetary area and all
other non-residents of the common monetary area, will be credited to
their CSDP or Broker’s account and a “nonresident” annotation will
appear in the CSDP or Broker’s register;
• any cash dividend paid to emigrants from the common monetary area,
will be credited to their CSDP or Broker’s accounts which will arrange
for the same to be credited directly to the shareholder’s blocked Rand
account held by that shareholder’s authorised dealer and held to the
order of that authorised dealer; and
• any cash dividend paid to non-resident shareholders who are not
emigrants from the common monetary area, will be credited directly to
the bank account nominated for the relevant shareholders, by their
duly appointed CSDP or Broker. Non-resident and emigrant dematerialised
shareholders will have all aspects relating to exchange control managed
by their CSDP or Broker.
Pretoria
9 July 2019
Sponsor: Grindrod Bank Limited
Date: 09/07/2019 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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