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PEPKOR HOLDINGS LIMITED - Distribution of Scrip Dividend Circular

Release Date: 07/01/2020 10:00
Code(s): PPH     PDF:  
 
Wrap Text
Distribution of Scrip Dividend Circular

PEPKOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: PPH
ISIN: ZAE000259479
(“Pepkor” or the “Company”)


DISTRIBUTION OF SCRIP DIVIDEND CIRCULAR


Shareholders are referred to the Company’s annual results for the year ended 30 September
2019 and the scrip dividend declaration announced on SENS on 25 November 2019, wherein
the board of directors of Pepkor advised that it resolved to declare a scrip dividend
(“Scrip Dividend”) in respect of the year ended 30 September 2019 with a cash alternative of
20.9 cents (“Alternative Cash Dividend”).

The Company has today, 7 January 2020, distributed a circular (and including a form of
election for certificated shareholders) to shareholders, detailing the terms of the Scrip Dividend
and the Alternative Cash Dividend (“Circular”).

The salient dates and times in relation to the Scrip Dividend and Alternative Cash Dividend
are set out below:

                                                                            2019

 Audited financial results of Pepkor for the year ended 30 September        Monday, 25 November
 2019 and declaration of Scrip Dividend with Alternative Cash Dividend
 announced on the Stock Exchange News Service (“SENS”) on

 Audited financial results and Scrip Dividend with Alternative Cash         Tuesday, 26 November
 Dividend published in press on
                                                                            2020

 Circular and Form of Election distributed to shareholders on               Tuesday, 7 January

 Announcement advising of the distribution of the Circular released on      Tuesday, 7 January
 SENS on

 Finalisation information, including the ratio applicable to the Scrip      Tuesday, 14 January
 Dividend, released on SENS by 11:00 am on

 Finalisation of information, including the ratio applicable to the Scrip   Wednesday, 15 January
 Dividend, published in the press on

 Last day to trade in order to be eligible to receive the Scrip Dividend    Tuesday, 21 January
 or the Alternative Cash Dividend

 Pepkor ordinary shares commence trading “ex” the Scrip Dividend            Wednesday, 22 January
 and the Alternative Cash Dividend on

 Listing of maximum possible number of Pepkor ordinary shares on the        Wednesday, 22 January
 JSE Limited in terms of the Scrip Dividend

 Announcement released on SENS in respect of the cash payment               Thursday, 23 January
 applicable to fractional entitlements, based on the volume weighted
 average price of Pepkor ordinary shares traded on Wednesday, 22
 January 2020, less 10%, by 11:00 am on

 Last day to elect to receive the Alternative Cash Dividend instead of      Friday, 24 January
 the Scrip Dividend, with Forms of Election to reach the transfer
 secretaries by 12:00 pm on

 Record Date in respect of the Scrip Dividend/Alternative Cash              Friday, 24 January
 Dividend alternative, offer closes

 New Pepkor ordinary share certificates posted and Alternative Cash         Monday, 27 January
 Dividend payments made, CSDP/broker accounts credited/updated,
 as applicable, on

 Announcement released on SENS in respect of the results of the             Monday, 27 January
 Scrip Dividend

 Adjustment of number of new Pepkor ordinary shares listed - JSE            Wednesday, 29 January
 listing of Pepkor ordinary shares in respect of the Scrip Dividend
 adjusted to reflect the actual number of Pepkor ordinary shares issued
 in terms of the Scrip Dividend

In terms of the Scrip Dividend, Pepkor shareholders recorded in the securities register of
Pepkor on Friday, 24 January 2020 (“Record Date”), will be entitled to be issued fully-paid
Pepkor ordinary no par value shares in respect of all or part of their ordinary shareholding as
at the close of business on the Record Date, in proportion to their ordinary shareholding and
to the extent that such shareholders have not elected to receive the Alternative Cash Dividend.

Shareholders will, however, be entitled to elect to receive the Alternative Cash Dividend of
20.9 cents per share, held in respect of all or part of their ordinary shareholding in Pepkor on
the Record Date, instead of the Scrip Dividend. For the avoidance of doubt, shareholders who
do not elect to receive the Alternative Cash Dividend, will automatically receive the Scrip
Dividend (the Scrip Dividend is the default option).

The number of Pepkor ordinary shares to which a shareholder will become entitled in terms of
the Scrip Dividend will be determined with reference to such shareholder’s ordinary
shareholding in Pepkor (at the close of business on the Record Date) in relation to the ratio
that 20.9 cents bears to the volume weighted average price (“VWAP”) at which Pepkor
ordinary shares traded on the exchange operated by the JSE Limited (“JSE”) during the
10 trading day period ending on Monday, 13 January 2020, discounted by 5%. The finalisation
information including the ratio applicable to the Scrip Dividend is expected to be released on
SENS on Tuesday, 14 January 2020, by 11:00 am.

Where a Shareholder’s entitlement under the Scrip Dividend to new Pepkor ordinary shares
gives rise to a fraction of a new Pepkor ordinary share, such fraction will be rounded down to
the nearest whole number, resulting in allocations of whole Pepkor ordinary shares and a cash
payment in respect of the fraction. In terms of the Listings Requirements of the JSE, the
applicable cash payment in respect of fractional entitlements will be determined with reference
to the VWAP of Pepkor ordinary shares traded on the JSE on Wednesday, 22 January 2020,
(being the day on which Pepkor ordinary shares begin trading ‘ex’ the entitlement to receive
the Scrip Dividend or the Alternative Cash Dividend), less 10%. The value to be used for
calculating cash payments for fractional entitlements will be announced on SENS on
Thursday, 23 January 2020, by 11:00 am.

The distribution of the Circular, and the rights and entitlements to receive Pepkor ordinary
shares pursuant to the Scrip Dividend in jurisdictions other than the Republic of South Africa,
may be restricted by law and any failure to comply with such restrictions may constitute a
violation of the securities laws of such jurisdictions. Accordingly, shareholders will not be
entitled to receive any Scrip Dividend shares, directly or indirectly, in those jurisdictions and
shall be deemed to have elected the Alternative Cash Dividend. Such non-resident
Shareholders should inform themselves about and observe any applicable legal requirements
in such jurisdictions. Shareholders who have any doubts as to their position, including, without
limitation, their tax status, should consult an appropriate adviser in the relevant jurisdictions
without delay.

The Circular will be available on the Company’s website at https://www.pepkor.co.za/investor-
relations/shareholder-diary-meetings-and-notices. In addition, copies of the Circular will be
available for inspection, in English only, during normal business hours until Friday, 24 January
2020 at the Company’s registered office at 36 Stellenberg Road, Parow Industria and at the
offices of its sponsor, PSG Capital, at 1st Floor, Ou Kollege, Stellenbosch and 2nd Floor,
Building 3, 11 Alice Lane, Sandhurst, Sandton.

7 January 2020

Transaction Advisor and Sponsor
PSG Capital

Date: 07-01-2020 10:00:00
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