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PEPKOR HOLDINGS LIMITED - Finalisation Announcement and Ratio Applicable to the Scrip Dividend

Release Date: 14/01/2020 13:20
Code(s): PPH     PDF:  
 
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Finalisation Announcement and Ratio Applicable to the Scrip Dividend

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


FINALISATION ANNOUNCEMENT AND RATIO APPLICABLE TO THE SCRIP DIVIDEND


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”).

A circular (including a form of election for certificated shareholders) detailing the terms of the
Scrip Dividend and the Alternative Cash Dividend was distributed to shareholders on Tuesday,
7 January 2020 (“Circular”).

As detailed in the Circular and the Company’s announcement released on SENS on
7 January 2020, 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 ended on Monday, 13 January 2020, being 1 797 cents, discounted by
5%. However, where the application of this ratio gives rise to a fraction of a Pepkor ordinary
share, the rounding principles described below will be applied. For clarity, the 10-day VWAP
as noted in the Circular, was only for illustrative purposes and does not include trading
information for Monday, 13 January 2020.

The ratio of Pepkor ordinary shares to which each shareholder recorded in the securities
register of Pepkor on the Record Date will become entitled pursuant to the Scrip Dividend (to
the extent that such Shareholder has not elected to receive the Alternative Cash Dividend) is
therefore 1.22426 shares for every 100 Pepkor ordinary shares held on the Record Date,
subject to the rounding principles described below.

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%.

Example of Scrip Dividend entitlement:

This example assumes that a shareholder holds 100 Pepkor ordinary shares at the
close of business on the Record Date and does not elect to receive the Alternative Cash
Dividend for all or part of such Pepkor ordinary shares held.


New Pepkor Ordinary Share        =                100 x 20.9 cents
entitlement                                       ________________
                                                  
                                                  1 797 x (1 – 5%)

                                 =       1.22426 Scrip Dividend share(s)
                                         per 100 Pepkor ordinary shares
                                         held, subject to the rounding
                                         principles described above

This would result in a Shareholder with 100 Pepkor ordinary shares receiving a new
Pepkor ordinary share entitlement of 1 Scrip Dividend share and a cash payment for the
fraction.

A further announcement regarding the cash payment applicable to fractional entitlements,
based on the VWAP of Pepkor ordinary shares traded on the JSE on Wednesday,
22 January 2020, less 10%, in accordance with the JSE Listings Requirements, will be
released on SENS on Thursday, 23 January 2020, by 11:00.

14 January 2020
Transaction Advisor and Sponsor

PSG Capital

Date: 14-01-2020 01:20:00
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