Cash payment applicable to the ordinary share scheme consideration
(Incorporated in the Republic of South Africa)
Registration number 1987/003753/06
Ordinary share code: SBV and ISIN: ZAE000006417
N ordinary share code: SVN and ISIN: ZAE000012043
("Sabvest" or "the Company")
CASH PAYMENT APPLICABLE TO THE ORDINARY SHARE SCHEME CONSIDERATION
Terms defined and used in the Scheme Circular and in the Prospectus have been used in this
Shareholders are referred to the announcement released on the Stock Exchange News Service
("SENS") on 28 October 2019 in which they were advised of the proposed simplification of
Sabvest’s dual share structure, by way of the Proposed Restructure.
Shareholders were further referred to the Report on Proceedings at the General and Scheme
Meetings announcement released on SENS on 27 March 2020 and to the Finalisation
announcement released on SENS on 4 May 2020.
Where a Sabvest Ordinary Shareholder’s entitlement to Sabcap Ordinary Shares issued in
terms of the Scheme Consideration, calculated on the basis 1.1 Sabcap Ordinary Shares for
every one Ordinary Share (other than in respect of the Ordinary Shares held by SFT, which will
be acquired on a 1 Sabcap Ordinary Share for 1 Ordinary Share basis) held on the Scheme
Record Date, being Friday, 15 May 2020, results in a fractional Sabcap Ordinary Share
entitlement, such fraction of a Sabcap Ordinary Share will be rounded down to the nearest
whole number, resulting in only allocations of whole Sabcap Ordinary Shares and a cash
payment will be made to the Sabvest Shareholder for the fraction.
In accordance with the requirements of the JSE Limited, the cash payment is determined with
reference to the volume weighted average price of a Sabvest Ordinary Share traded on the JSE
on Wednesday, 13 May 2020 (being the day on which a Sabvest Ordinary Share began trading
‘ex’ the entitlement to receive the Scheme Consideration), discounted by 10%.
However, given that the Sabvest Ordinary Shares did not trade on Wednesday, 13 May 2020,
the JSE Limited requirements prescribe that the estimated issue price of a Sabcap Ordinary
Share, discounted by 10%, be used instead.
Shareholders are accordingly advised that the basis applicable in determining the cash payment
for the fractional entitlement is 3022 cents, being 3358 cents, discounted by 10%.
Example of fractional entitlement:
This example assumes that a Sabvest Ordinary Shareholder holds 175 Sabvest Ordinary
Shares at the close of business on the Scheme Record Date.
Sabcap ordinary share entitlement = 175 x 1.1 (being the Scheme Consideration ratio of the
issue of 1.1 Sabcap Ordinary Shares for every 1 Ordinary Share held on the Scheme Record
= 192.5 Sabcap Ordinary Shares. The rounding provision described above is then applied and
the Sabvest Shareholder will receive:
192 Sabcap Ordinary Shares in respect of the 175 Sabvest Shares held and a cash payment for
the fractional entitlement based on the 3022 cents noted above of 0.5 x 3022 cents = 1511
Shareholders are advised that the tax roll-over relief provisions (asset-for-share) will not apply to
any cash payments for fractional entitlements. Shareholders are accordingly advised to consult
with appropriate professional advisors to the extent this affects their personal circumstances. No
Dividend Withholding Tax will be applicable and the statement in paragraph 12.4 of the Circular
that ‘Applicable DWT payable on the cash payment for fractional entitlements will be settled by
Sabvest’ is consequently not applicable.
14 May 2020
Merchant Bank and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 14-05-2020 12:29:00
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