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ASTORIA INVESTMENTS LIMITED - Capital Payment announcement and Special Dividend declaration

Release Date: 04/03/2020 17:40
Code(s): ARA     PDF:  
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Capital Payment announcement and Special Dividend declaration

ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
Registration number 129785 C1/GBL
SEM share code: ATIL.N0000
JSE share code: ARA
ISIN: MU0499N00007
(“Astoria” or “the Company”)

CAPITAL PAYMENT ANNOUNCEMENT AND SPECIAL DIVIDEND DECLARATION

The board of directors of Astoria (“Board”) has approved and declared a capital payment of USD 0.10016 per ordinary
share (“Capital Payment”), as well as a special dividend of USD 0.03985 per ordinary share as at 4th March 2020
(“Special Dividend”), to its sole shareholder, Livingstone Investments (Pty) Ltd (“Livingstone”). The Capital Payment
has been approved by Livingstone by way of a special resolution, whilst the payment of the Special Dividend is subject
to receipt of South African Reserve Bank (“SARB”) approval.

The details of the Capital Payment are as follows:
   - the Company has stated capital (excluding treasury shares) in the amount of USD 6.111 million, as reflected in
     its unaudited statement of financial position as at 31 December 2019; and
   - the Company will transfer an amount of USD 6 million from stated capital to non-distributable reserves, to
     facilitate the Capital Payment in terms of the relevant Mauritian laws and accounting principles. Accordingly,
     stated capital will decrease and non-distributable reserves will increase by USD 6 million.

The details of the Special Dividend are as follows:
   - the Special Dividend is a foreign dividend (to be paid out of Mauritius), and has been declared out of retained
     earnings;
   - the local Dividend Withholding Tax rate is 20% (twenty per cent);
   - the gross local dividend amount is USD 0.03985 per ordinary share for shareholders exempt from Dividend
     Withholding Tax;
   - the net local dividend amount is USD 0.03188 per ordinary share for shareholders liable to pay Dividend
     Withholding Tax;
   - Astoria currently has 122 954 726 ordinary shares in issue; and
   - Astoria’s income tax reference number is 27347949.

The Board is satisfied that the Company will satisfy the solvency and liquidity tests once the Capital Payment and
Special Dividend have been settled and has therefore authorised the Capital Payment of USD 12.3 million and Special
Dividend of USD 4.9 million.

Livingstone will receive the Capital Payment and the Special Dividend in South African Rands (“ZAR”), converted
from USD at exchange rates yet to be determined. The exchange rates will be calculated with reference to the spot rates
over the period during which funds are converted, and shareholders will be advised of the relevant exchange rates once
determined.

Shareholders are advised of the following salient dates for the Capital Payment:

                                                                                                                2020
 Declaration date                                                                                 Wednesday, 4 March
 Last day to trade to receive the Capital Payment                                                  Tuesday, 24 March
 Astoria shares trade ex entitlement to receive the Capital Payment                              Wednesday, 25 March
 Record date to receive the Capital Payment                                                         Friday, 27 March
 Capital Payment to Astoria shareholder                                                             Monday, 30 March

 Shareholders are advised of the following salient dates for the Special Dividend:

                                                                                                                2020
 Declaration date                                                                                 Wednesday, 4 March
 Finalisation announcement in respect of the Special Dividend, due to the expected
 receipt of SARB approval                                                                          Tuesday, 17 March
 Last day to trade to receive the Special Dividend                                                 Tuesday, 24 March
 Astoria shares trade ex entitlement to receive the Special Dividend                             Wednesday, 25 March
 Record date to receive the Special Dividend                                                        Friday, 27 March
 Special Dividend payment to Astoria shareholder                                                    Monday, 30 March

Share certificates may not be dematerialised or rematerialised between Wednesday, 25 March 2020 and Friday,
27 March 2020 (all days inclusive).

The date of receipt of SARB approval and resultant date of payment in respect of the Special Dividend will be advised
by way of a further announcement.

The financial information in this announcement has not been reviewed or reported on by the Company's auditors.

Astoria has primary listings on the Stock Exchange of Mauritius (“SEM”) and the Alternative Exchange of the JSE.

This notice is issued pursuant to SEM Listing Rules 11.3 and Rule 5(1) of the Securities (Disclosure Obligations of
Reporting Issuers) Rules 2007. The Board accepts full responsibility for the accuracy of the information contained in
this announcement.

Mauritius
4 March 2020


Designated and Corporate Advisor
Questco Corporate Advisory Proprietary Limited
and
Questco Proprietary Limited

SEM authorised representative and sponsor to Astoria
GB Capital

Date: 04-03-2020 05:40:00
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