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Sabvest - applicable cash payment
Terms defined and used in the Scheme Circular and in the Prospectus have been used in this announcement.
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 Date)
= 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 cents.
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.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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