VOLUNTARY EARLY REDEMPTION AND DELISTING OF TRADEHOLD’S CLASS “A” PREFERENCE SHARES - TDHP
(Registration number: 1970/009054/06)
(“Tradehold” or “the Company”)
Incorporated in the Republic of South Africa
Share code: TDHP
VOLUNTARY EARL REDEMPTION AND DELISTING OF TRADEHOLD’S CLASS “A” CUMULATIVE, REDEEMABLE
PREFERENCE SHARES ("“A” PREFERENCE SHARES")
Notice is hereby given that Tradehold has issued a revocable voluntary redemption notice to A” Preference Shareholders,
indicating that Tradehold will fully redeem and cancel (the “Voluntary Redemption”) all of the “A” Preference Shares which are
currently in issue, being 61,927,500 “A” Preference Shares, on 18 December 2017 (the “Voluntary Redemption Date”).
The Voluntary Redemption will take place at ZAR1,000 cents per “A” Preference Share, being an aggregate return of capital of
R619,275,000 to the “A” Preference Shareholders out of contributed tax capital (as defined in section 1 of the Income Tax Act,
1962) (“CTC”) of the Issuer. The Issuer shall pay all Securities Transfer Tax in respect of the voluntary redemption of the A
Preference Shares as and when due.
The “A” Preference Shares will also subsequently be delisted from the JSE Limited by way of a delisting.
Immediately prior to the Voluntary Redemption, Tradehold will declare and pay all accrued dividends on the “A” Preference
Shares in an amount of 3.62356 cents per “A” Preference Share ("Accrued “A” Preference Share Dividends") in respect of the
Dividend Period from 1 December 2017 to 18 December 2017 on the Voluntary Redemption Date from the distributable
reserves of the Company. The declaration and payment of the Accrued “A” Preference Share Dividends will not reduce the
CTC of the Issuer.
The Accrued “A” Preference Share Dividends constitute a foreign dividend, as defined in section 1 of the Income Tax Act,
1962 (“ITA”), and is a dividend for purposes of dividends tax (“DT”) imposed under Part VIII of Chapter II of the ITA, since the
“A” Preference Shares are listed on the JSE Limited. In terms of the ITA, DT of 20% has been withheld for those “A”
Preference Shareholders who are not exempt from DT. “A” Preference Shareholders who are not exempt from DT will
therefore receive a net dividend of 2.89885 cents per “A” Preference Share.
All required consents and waivers from the “A” Preference Shareholders will be obtained for purposes of the Voluntary
Redemption. The Voluntary Redemption does not coincide with a Dividend Payment Date (as defined in the terms and
conditions governing the “A” Preference Shares), therefore breakage fees in respect of certain hedging arrangements entered
into by the Company in connection with the “A” Preference Shares are payable of 0.13490 cents per “A” Preference Share.
The salient dates for the redemption, payment of dividends and delisting of the “A” Preference Shares are listed below:
Last day of trade Tuesday, 12 December 2017
List date Wednesday, 13 December 2017
Record date Friday, 15 December 2017
Redemption Date Monday, 18 December 2017
11 December 2017
Joint Debt Sponsor
Nodus Capital Proprietary Limited
Mettle Specialised Finance Proprietary Limited
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