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METROFILE HOLDINGS LIMITED - Finalisation Announcement and Ratio Applicable to the Scrip Distribution

Release Date: 04/04/2019 10:36
Code(s): MFL     PDF:  
 
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Finalisation Announcement and Ratio Applicable to the Scrip Distribution

Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN: ZAE000061727
("Metrofile" or the “Company”)


FINALISATION ANNOUNCEMENT AND RATIO APPLICABLE TO THE SCRIP
DISTRIBUTION

Shareholders of Metrofile are referred to the Company’s interim
results for the period ended 31 December 2018 published on the
Stock Exchange News Service (“SENS”) on Friday, 15 March 2019 and
the dividend declaration announcement published on SENS on
Wednesday, 20 March 2019, wherein the board of directors of
Metrofile informed shareholders that it had resolved to declare a
distribution of fully-paid Metrofile ordinary shares with a par
value of 0.6146 cent each (“Ordinary Shares”) (the “Scrip
Distribution”).

The Scrip Distribution will be to ordinary shareholders
(“Shareholders”) recorded in the securities register of the
Company at the close of business on Thursday, 18 April 2019
(“Record Date”). Shareholders will, however, be entitled to elect
to receive a gross cash dividend of 5 cents per Metrofile Ordinary
Share held on the Record Date, in respect of all or part of their
ordinary shareholding, instead of the Scrip Distribution (the
“Cash Dividend”).

A circular setting out the terms of the Scrip Distribution and
Cash Dividend alternative, including a Form of Election, was posted
to Shareholders on Monday, 1 April 2019.

The number of Scrip Distribution shares to which Shareholders will
become entitled pursuant to the Scrip Distribution (to the extent
that such Shareholders have not elected to receive the Cash
Dividend) will be determined by reference to such Shareholder’s
ordinary shareholding in Metrofile (at the close of business on
the Record Date) in relation to the ratio that 5 cents bears to
the volume weighted average price of Metrofile Ordinary Shares
traded on the JSE during the 10-day trading period ended on
Wednesday, 3 April 2019, being 143,54654 cents.

The ratio of Scrip Distribution shares to which each Shareholder
will become entitled pursuant to the Scrip Distribution (to the
extent that such Shareholder has not elected to receive the Cash
Dividend) is therefore 3,48319 Scrip Distribution shares for every
100 ordinary shares held on the Record Date.

Where a Shareholder’s entitlement to new Metrofile Ordinary Shares
calculated in accordance with the above formula gives rise to a
fraction of a new ordinary share, such fraction of a new ordinary
share will be rounded down to the nearest whole number, resulting
in allocations of whole Metrofile Ordinary Shares and a cash
payment for the fraction, which will be determined with reference
to the volume weighted average price of Metrofile Ordinary Shares
traded on the JSE on Tuesday, 16 April 2019 (being the day on which
Ordinary Shares will trade “Ex” the entitlement to the Scrip
Distribution or Cash Dividend), less 10%.

Example of Scrip Distribution entitlement:

This example assumes that a Shareholder holds 100 ordinary shares
at the close of business on the Record Date and does not elect to
receive the Cash Dividend in respect of all or part of their
shareholding.

New ordinary share entitlement =    100 x 5 cents
                                    _______________
                                    143,54654 cents

= 3,48319 new shares (then apply the rounding provision described
above)

= 3 Scrip Distribution shares in respect of the 100 ordinary shares
held.

A further announcement regarding the cash payment applicable to
fractional entitlements, based on the volume weighted average
price of Metrofile Ordinary Shares traded on the JSE on Tuesday,
16 April 2019, discounted by 10%, in accordance with the JSE
Listings Requirements, will be released on SENS by 11h00 on
Wednesday, 17 April 2019.

Johannesburg
4 April 2019

Sponsor
The Standard Bank of South Africa Limited

Transaction Advisor
Apex Partners Proprietary Limited

Date: 04/04/2019 10:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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