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Finalisation Announcement and Ratio Applicable to the Scrip Distribution
Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN: ZAE000061727
("Metrofile" or the “Company”)
FINALISATION ANNOUNCEMENT AND RATIO APPLICABLE TO THE SCRIP
DISTRIBUTION
Shareholders of Metrofile are referred to the Company’s results
for the year ended 30 June 2019 published on the Stock Exchange
News Service (“SENS”) on Thursday, 5 September 2019 and the
dividend declaration announcement published on SENS on Friday,
6 September 2019, wherein the board of directors of Metrofile
informed shareholders that it had resolved to declare a
distribution of fully-paid Metrofile ordinary shares with a par
value of 0.6146 cent each (“Ordinary Shares”) (the “Scrip
Distribution”).
The Scrip Distribution will be to ordinary shareholders
(“Shareholders”) recorded in the securities register of the
Company at the close of business on Friday, 11 October 2019
(“Record Date”). Shareholders will, however, be entitled to elect
to receive a gross cash dividend of 5 cents per Metrofile Ordinary
Share held on the Record Date, in respect of all or part of their
ordinary shareholding, instead of the Scrip Distribution (the
“Cash Dividend”).
A circular setting out the terms of the Scrip Distribution and
Cash Dividend alternative, including a Form of Election, was posted
to Shareholders on Monday, 23 September 2019.
The number of Scrip Distribution shares to which Shareholders will
become entitled pursuant to the Scrip Distribution (to the extent
that such Shareholders have not elected to receive the Cash
Dividend) will be determined by reference to such Shareholder’s
ordinary shareholding in Metrofile (at the close of business on
the Record Date) in relation to the ratio that 5 cents bears to
the volume weighted average price (“VWAP”) of Metrofile Ordinary
Shares traded on the JSE during the 10-day trading period up to
(and not including) Tuesday, 1 October 2019, being 213,47684
cents. For clarity, the 10-day VWAP as noted in the circular posted
to Shareholders on Monday, 23 September 2019, does not include
trading information for Tuesday, 1 October 2019.
The ratio of Scrip Distribution shares to which each Shareholder
will become entitled pursuant to the Scrip Distribution (to the
extent that such Shareholder has not elected to receive the Cash
Dividend) is therefore 2.34217 Scrip Distribution shares for every
100 ordinary shares held on the Record Date.
Where a Shareholder’s entitlement to new Metrofile Ordinary Shares
calculated in accordance with the above formula gives rise to a
fraction of a new ordinary share, such fraction of a new ordinary
share will be rounded down to the nearest whole number, resulting
in allocations of whole Metrofile Ordinary Shares and a cash
payment for the fraction, which will be determined with reference
to the VWAP of Metrofile Ordinary Shares traded on the JSE ended
on Wednesday, 9 October 2019 (being the day on which Ordinary
Shares will trade “Ex” the entitlement to the Scrip Distribution
or Cash Dividend), less 10%.
Example of Scrip Distribution entitlement:
This example assumes that a Shareholder holds 100 ordinary shares
at the close of business on the Record Date and does not elect to
receive the Cash Dividend in respect of all or part of their
shareholding.
New ordinary share entitlement = 100 x 5 cents
_______________
213,47684 cents
= 2,34217 new shares (then apply the rounding provision described
above)
= 2 Scrip Distribution shares in respect of the 100 ordinary shares
held.
A further announcement regarding the cash payment applicable to
fractional entitlements, based on the VWAP of Metrofile Ordinary
Shares traded on the JSE ending on Wednesday, 9 October 2019,
discounted by 10%, in accordance with the JSE Listings
Requirements, will be released on SENS by 11h00 on Thursday,
10 October 2019.
Johannesburg
1 October 2019
Sponsor
The Standard Bank of South Africa Limited
Transaction Advisor
Apex Partners
Date: 01/10/2019 10:03:00
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