PEPKOR HOLDINGS LIMITED - PPH : CANCELLATION OF S425478 Finalisation Announcement and Ratio Applicable to the Scrip Dividend2020/01/14 13:20:24
PPH : CANCELLATION OF S425478 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 share 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 01:19:59 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.