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PEPKOR HOLDINGS LIMITED - Cash Fraction Applicable to the Scrip Dividend

Release Date: 23/01/2020 10:30
Code(s): PPH     PDF:  
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Cash Fraction Applicable to the Scrip Dividend

PEPKOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: PPH
ISIN: ZAE000259479
(“Pepkor” or the “Company”)


CASH FRACTION APPLICABLE TO THE SCRIP DIVIDEND


Shareholders are referred to the Company’s annual results for the year ended 30 September
2019 and the scrip dividend declaration announced on SENS on 25 November 2019, wherein
the board of directors of Pepkor advised that it resolved to declare a scrip dividend
(“Scrip Dividend”) in respect of the year ended 30 September 2019 with a cash alternative of
20.9 cents (“Alternative Cash Dividend”).

A circular (including a form of election for certificated shareholders) detailing the terms of the
Scrip Dividend and the Alternative Cash Dividend was distributed to shareholders on Tuesday,
7 January 2020 (“Circular”).

As detailed in the Circular and the Company’s announcement released on SENS on
7 January 2020, in terms of the Scrip Dividend, Pepkor shareholders recorded in the securities
register of Pepkor on Friday, 24 January 2020 (“Record Date”), will be entitled to be issued
fully-paid Pepkor ordinary no par value shares in respect of all or part of their ordinary
shareholding as at the close of business on the Record Date, in proportion to their ordinary
shareholding and to the extent that such shareholders have not elected to receive the
Alternative Cash Dividend. Shareholders will, however, be entitled to elect to receive the
Alternative Cash Dividend of 20.9 cents per share, held in respect of all or part of their ordinary
shareholding in Pepkor on the Record Date, instead of the Scrip Dividend. For the avoidance
of doubt, shareholders who do not elect to receive the Alternative Cash Dividend, will
automatically receive the Scrip Dividend (the Scrip Dividend is the default option).

As announced on SENS on Tuesday, 14 January 2020 (“Finalisation SENS”), the ratio of
Pepkor ordinary shares to which each shareholder recorded in the securities register of Pepkor
on the Record Date will become entitled pursuant to the Scrip Dividend (to the extent that such
Shareholder has not elected to receive the Alternative Cash Dividend) is 1.22426 shares for
every 100 Pepkor ordinary shares held on the Record Date.

As further mentioned in the Finalisation SENS, where a Shareholder’s entitlement to new
Pepkor ordinary shares under the abovementioned ratio applicable to the Scrip Dividend gives
rise to a fraction of a new Pepkor ordinary share, such fraction will be rounded down to the
nearest whole number, resulting in allocations of whole Pepkor ordinary shares and a cash
payment in respect of the fraction (“Rounding Provision”). In terms of the Listings
Requirements of the JSE Limited (“JSE”), the applicable cash payment in respect of fractional
entitlements has been determined with reference to the volume weighted average price
(“VWAP”) of Pepkor ordinary shares traded on the JSE on Wednesday, 22 January 2020,
(being the day on which Pepkor ordinary shares begin trading ‘ex’ the entitlement to receive
the Scrip Dividend or the Alternative Cash Dividend), less 10%.

The VWAP of Pepkor ordinary shares traded on the JSE on Wednesday, 22 January 2020
was 1 699 cents per share. This amount, discounted by 10%, is 1 529 cents per share, which
amount will be used to determine the cash payment for the fractional entitlements.

Example of fractional entitlement:

This example assumes that a shareholder holds 100 Pepkor ordinary shares at the close of
business on the Record Date and does not elect to receive the Alternative Cash Dividend for
all or part of such Pepkor ordinary shares held.

The ratio of Pepkor ordinary shares to which a shareholder will become entitled pursuant to
the Scrip Dividend is 1.22426 shares for every 100 Pepkor ordinary shares held on the Record
Date.

By applying the Rounding Provision, the shareholder with 100 Pepkor ordinary shares will
receive 1 new Pepkor ordinary share for every 100 Pepkor ordinary shares held and a cash
payment for the fraction of 0.22426 x 1 529 = 342.89354 cents.

Shareholders are informed that, as far as the tax implications of the cash payment of the
fractional entitlements are concerned, the receipt of the cash payment will not be subject to
dividend withholding tax.

The above is a general guide and is not intended to constitute a complete analysis of the
taxation consequences of the cash payment of fractional entitlements in terms of South African
taxation law. It is not intended to be, nor should it be considered as legal or taxation advice
and shareholders are advised to seek their own tax advice from an independent tax adviser.
The Company and its advisers cannot be held responsible for the taxation consequences that
the Scrip Dividend may have on individual shareholders and therefore shareholders are
advised to consult their own tax advisers if they are in any doubt about their tax position.


Parow
23 January 2020

Transaction Advisor and Sponsor
PSG Capital

Date: 23-01-2020 10:30:00
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