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Keaton - cash value for fractional entitlements
Keaton and Wescoal Holdings Ltd. ("Wescoal") shareholders are referred to the joint firm intention offer announcement (“Firm Intention Announcement”) published by Wescoal and Keaton on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the Firm Intention Announcement.
Introduction
Keaton Shareholders are reminded that the consideration payable by Wescoal to Keaton Shareholders will be R1.80 per Keaton Share, settled partly in cash (R1.20 per Keaton Share) and partly in Wescoal Shares. The Share Component will be settled by Wescoal in the ratio of 0.30 Wescoal Shares for every 1.00 Keaton Share held, on the basis that any resultant fractions (“Fractional Entitlements”) will be rounded down to the nearest whole number and the Wescoal Shares left over will be aggregated and sold, with the proceeds being paid to the relevant Keaton Shareholders, in cash (“Cash Value”). The purpose of this announcement is to advise Keaton Shareholders of the Cash Value in respect of Fractional Entitlements in relation to the Wescoal Shares received as part of the Scheme Consideration.
Cash Value for Fractional Entitlements
In implementing the Transaction, Keaton is required by the JSE to apply the rounding principle that a Keaton Shareholder becoming entitled to a fraction of a Wescoal Share arising from the Transaction will be rounded down to the nearest whole number, resulting in the allocation of whole Wescoal Shares and a cash payment for the fraction (“Cash Payment”). The Cash Payment results from the sale, on behalf of the Keaton Shareholder, of the fraction of a Wescoal Share to which the Keaton Shareholder becomes entitled in terms of the Transaction. The value of such Cash Payment is the volume weighted average traded price per Wescoal Share less 10% on the first day of trade after the last day to trade in order to participate in the Transaction, being Wednesday, 28 June 2017.
Keaton Shareholders are advised that the value of a Wescoal Share to be utilised in determining the Cash Payment due to a Keaton Shareholder in respect of any Fractional Entitlement is R1.89288. In accordance with the JSE Listings Requirements, this amount has been determined with reference to the volume weighted average price of a Wescoal Share traded on the JSE on Wednesday, 28 June 2017 (R2.10320), discounted by 10%. The receipt of the Cash Payment may have tax implications for Keaton Shareholders, as this will be treated as a dividend and taxed accordingly at a dividends tax rate of 20% (unless an exemption, as set out in South African Income Tax legislation, applies), resulting in a net Cash Payment of R1.51430.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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