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Declaration of preference share dividend, redemption and delisting of preference shares
REX TRUEFORM GROUP LIMITED
Listed on the General Segment of the Main Board
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO ISIN: ZAE000250387
JSE share code: RTN ISIN: ZAE000250395
JSE share code: RTOP ISIN: ZAE000250403
("Rex Trueform" or the "Company")
DECLARATION OF PREFERENCE SHARE DIVIDEND, REDEMPTION AND DELISTING OF PREFERENCE SHARES
1. Declaration of cash dividend in respect of the 6% cumulative preference shares
Notice is hereby given that a cash dividend ("accrued preference dividend") on the 6% cumulative preference
shares ("preference shares") for the six months ending 31 December 2025 at the rate of 6% per annum (6.00 cents
per preference share) has been declared and will be paid on Monday, 26 January 2026 to all holders of preference
shares ("preference shareholders") recorded in the preference share register ("register") of Rex Trueform at close
of business on Friday, 23 January 2026.
Notice is hereby given that a further cash dividend ("accumulated preference dividend") on the preference shares
for the period Thursday, 1 January 2026 to Monday, 26 January 2026, both days inclusive, at the rate of 6% per
annum (0.86 cents per preference share) has been declared and will be paid on Monday, 26 January 2026 to all
preference shareholders recorded in the register of Rex Trueform at close of business on Friday, 23 January 2026.
The rationale for the payment of the accrued preference dividend is set out in paragraph 2 below.
Preference shareholders are advised of the following additional information:
- The issued preference share capital of Rex Trueform comprises 140 000 6% cumulative preference shares
of R2.00 each.
- The accrued preference dividend and the accumulated preference dividend have been declared out of income
reserves.
- The local dividend tax rate is 20%.
- The gross local accrued preference dividend amount is 6.00 cents per preference share for preference
shareholders.
- The net local accrued preference share dividend amount for preference shareholders:
- exempt from payment of dividends tax is 6.00 cents per preference share; and
- liable to pay dividends tax is 4.80 cents per preference share.
- The gross local accumulated preference dividend amount is 0.86 cents per preference share for preference
shareholders.
- The net local accumulated preference dividend amount for preference shareholders:
- exempt from payment of dividends tax is 0.86 cents per preference share; and
- liable to pay dividends tax is 0.688 cents per preference share.
2. Redemption and delisting of the preference shares
Introduction and rationale
Preference shareholders are advised that the board of directors of Rex Trueform have resolved to redeem all the
preference shares in accordance with clauses 8.6.5, 8.10, 8.11 and 8.12 of the Company's Memorandum of
Incorporation ("redemption"). The preference shares will be redeemed at a price of 225.00 cents per preference
share ("redemption consideration") totalling R315 000 for the 140 000 preference shares in issue and will
thereafter be delisted from the JSE. The redemption will, once complete, contribute to a simplified capital structure
and significantly reduce the administration fees payable by the Company.
Redemption terms
The board has resolved that the effective date of the redemption will be Monday, 26 January 2026 ("redemption
date"). On the redemption date, the Company shall pay to the preference shareholders, who are recorded in the
register on Friday, 23 January 2026 the aggregate of the following amounts, without double counting ("preference
share amount"):
- the redemption consideration;
- the accrued preference dividend; and
- the accumulated preference dividend, provided that if the aggregate accumulated preference dividend due to
a holder gives rise to a fraction of a cent, such fraction will be rounded up to the nearest cent (on an aggregate
and not a per preference share basis).
Source of funds and taxation implications
An amount of 200.00 cents per preference share of the redemption consideration will be funded from the
Company's contributed tax capital, on which portion of the redemption consideration there is no dividend
withholding tax payable. The balance of the redemption consideration in the amount of 25 cents per preference
share will be funded out of income reserves and dividend withholding tax of 20% will be deducted from this portion
for all holders who are not exempt under South African tax law. The amount of the redemption from reserves, net
of dividend withholding tax, equals 20.00 cents per preference share.
This paragraph contains a high-level summary of the tax implications of the redemption for preference
shareholders. This tax analysis is not comprehensive or definitive and does not take account of individual
circumstances of preference shareholders. Nothing contained in this announcement is intended to constitute tax
advice. Preference shareholders are advised to consult their professional advisers regarding their individual tax
positions as a result of the redemption and in particular the receipt by them of the preference share amount.
The Company will be liable for any securities transfer tax which may be or become payable by a preference
shareholder in South Africa in respect of the redemption. To the extent that any preference shareholder becomes
liable to pay such securities transfer tax and/or other similar tax in South Africa, the Company will pay to the
relevant preference shareholder on demand an amount equal to such securities transfer tax and/or other similar tax
paid by that preference shareholder. The Company hereby indemnifies and holds that preference shareholder
harmless accordingly.
A preference shareholder who is not a South African resident for tax purposes may not be liable for the South
African taxes set out above or may be liable for South African taxes at a reduced rate. Preference shareholders are
cautioned to consult their professional advisers in this regard.
Financial effects
The redemption will be settled in cash and will reduce the Company's cash resources by R324,606.63. Upon
delisting, the redeemed preference shares will be cancelled and removed from capital. The transaction therefore
results in a reduction of cash and a corresponding reduction in equity, with no other impact on the Company's net
asset value, net tangible asset value, earnings and headline earnings per share.
Exchange control
Exchange Control approval has been received in respect of payment of the preference share amount to non-resident
preference shareholders.
3. Salient dates and times
The preference share amount will be paid by the Company to preference shareholders as one lump sum in
accordance with salient dates below:
Date
Last day to trade Tuesday, 20 January 2026
Suspension of preference shares on the JSE trading system Wednesday, 21 January 2026
Record date to receive the preference share amount Friday, 23 January 2026
Payment of the preference share amount Monday, 26 January 2026
Termination of listing of preference shares Tuesday, 27 January 2026
Notes
- Preference share certificates may not be dematerialised or rematerialised between Wednesday,
21 January 2026 and Friday, 23 January 2026, both dates inclusive.
- Dematerialised preference shareholders will have their account held at their CSDP or broker credited with
the preference share amount and debited with the preference shares that have been redeemed by the
Company on the redemption date.
- Certificated preference shareholders must by no later than 12:00 on the record date for the redemption of
the preference shares, being Friday, 23 January 2026, be obliged to (i) surrender their share certificates in
respect of their preference shares to the Company's transfer secretaries at the following addresses: If
delivered by hand, to Computershare Investor Services Proprietary Limited, Rosebank Towers, 15
Biermann Avenue Rosebank, Johannesburg, 2196, South Africa, or if delivered by registered post, to
Computershare Investor Services Proprietary Limited, Private Bag X3000, Saxonwold, 2132, or (ii) if such
certificates have been lost or destroyed, provide such proof of loss or destruction, and such indemnity, as
the Company may reasonably require, in order to receive the preference share amount on the redemption
date. If a share certificate is defaced, lost or destroyed, it may be replaced on payment of any duty payable
on the new certificate and on such terms (if any) as the Company may think fit. If a preference shareholder
has not surrendered its share certificate or provided proof of loss or destruction of such certificate by 12:00
on Friday, 23 January 2026, then such preference shareholder will be paid its preference share amount five
days after surrendering its share certificate or providing proof of loss or destruction of such certificate.
Certificated preference shareholders who are in any doubt as to the action to take are to contact the company
secretary directly at legal@rextrueform.com for assistance.
- The preference share amount will be paid by the Company to each certificated preference shareholder by
way of electronic funds transfer.
- The issued ordinary share capital of Rex Trueform comprises 3 763 017 ordinary shares of no par value
and 20 322 559 "N" ordinary shares of no par value.
- Rex Trueform's tax reference number is 9325/143/71/8.
4. Additional JSE Listings Requirements disclosure
Preference shareholders are advised that a circular pertaining to the redemption will not be posted to them as Rex
Trueform has received an exemption from having to post such a circular in accordance with paragraph 11.38(b) of
the JSE Listings Requirements, as the contents of such circular are included in this announcement.
As of 29 December 2025, only 17 preference shareholders were recorded in the Company's share register, and only
two trades had occurred in respect of the preference shares during the preceding 48 months as set out in the table
below.
Day High (cents) Low (cents) Volume Value (Rand)
19/11/2024 101 101 100 101
21/02/2023 111 111 520 577
29 December 2025
Sponsor
Java Capital
Date: 29-12-2025 12:30:00
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