TIDMDTC
RNS Number : 7872X
Datatec Limited
29 November 2017
29 November 2017
Datatec Limited
A SPECIAL CASH DIVID OF R23 PER SHARE TO ORDINARY SHAREHOLDERS
WITH AN ELECTION TO RECEIVE NON--RENOUNCEABLE CAPITALISATION ISSUE
SHARES IN LIEU OF THE CASH DIVID
1. Introduction
On 13 November 2017, Datatec announced the Board's intention,
pursuant to the sale of Westcon Americas, to distribute a special
dividend of US$350 million (approximately R5 billion at that date)
to shareholders as a cash dividend with a scrip distribution
alternative.
Notice is hereby given that the board of directors of the
Company ("Board") has declared a special cash dividend of R23.00
per ordinary share ("Cash Dividend") to its ordinary shareholders
("Shareholders") recorded in its register at the close of business
on the Record Date, being Friday, 12 January 2018 ("Record Date").
The Cash Dividend has been declared from distributable retained
profits.
The Cash Dividend will be treated as a 'dividend' for the
purposes of the Income Tax Act, No 58 of 1962 (as amended) and,
consequently, a dividend withholding tax of 20% will apply to all
Shareholders who do not qualify for an exemption. The gross Cash
Dividend is an amount of R23.00 (approximately U$1.66 per share)
per Share and, after deduction of dividend withholding tax, the net
Cash Dividend is an amount of R18.40 per Share. No STC (secondary
tax on companies) credits are available for utilisation by the
Company. Foreign Shareholders (i.e. those who are not residents of
South Africa for tax purposes) should consult their own
professional advisors regarding their tax implications.
Shareholders are entitled, in respect of all or a part of their
shareholding, to elect to receive a scrip distribution of
fully--paid capitalisation Shares ("the Scrip Distribution") in
lieu of the Cash Dividend. Any such elections must reach the
Company's transfer secretaries, Computershare Investor Services
(Pty) Ltd, by 12:00 noon on Friday, 12 January 2018.
New Shares issued pursuant to the Scrip Distribution alternative
will be settled by way of the capitalisation of the Company's
distributable retained profits.
To the extent that the full Cash Dividend is not paid as a
result of Shareholders electing the Scrip Distribution alternative,
the Board intends to use the full undistributed cash amount to
undertake a general buyback of Shares through the market under the
authority granted at the Annual General Meeting on Thursday, 14
September 2017.
As announced on 24 October 2017, the listing of the Company's
Shares on the Alternative Investment Market (AIM) in London will be
cancelled on Friday, 8 December 2017. Depositary Interests on the
AIM will revert to certificated Shares on the Jersey register on
Friday, 8 December 2017 and be transferred to the main register on
Sunday, 10 December 2017. Therefore, Shareholders whose Shares are
currently held on the Company's Jersey share register (including
those dematerialised for trading on AIM) will participate in the
Cash Dividend with the Scrip Distribution alternative in exactly
the same way as all other Shareholders. Specifically, such
Shareholders will receive the Cash Dividend (or the Scrip
Distribution, if elected) along with all other Shareholders,
provided that their Shares are still held as at the close of
business on the Record Date.
The Company's total number of issued Shares as at 28 November
2017 is 211,967,622 (including 17,941 treasury shares). Datatec's
income tax reference number is 9999/493/71/2.
2. Terms of the Scrip Distribution
Shareholders will receive the Cash Dividend in respect of the
Shares held by them as at the close of business on the Record Date,
being Friday, 12 January 2018, if and to the extent to which such
Shareholders have not elected to receive the Scrip Distribution
alternative.
Shareholders are, however, entitled to elect to receive a
distribution of fully--paid capitalisation Shares, in respect of
all or any part of their shareholding as at the close of business
on the Record Date, being Friday, 12 January 2018, in lieu of the
Cash Dividend.
The maximum number of Shares which the Company is able to issue
to Shareholders electing the Scrip Distribution alternative is
63,590,285 Shares, based on the number of Shares in issue
(including treasury shares) as at Tuesday, 28 November 2017. This
number has been calculated to ensure that the Company does not
issue 30% or more of the number of Shares in issue as at the List
Date of Wednesday, 10 January 2018. If the elections of
Shareholders in respect of the Scrip Distribution would result in
the number of Scrip Distribution Shares that are issued exceeding
the maximum number set forth above, then the number of Scrip
Distribution Shares to be issued to each Shareholder who has
elected the Scrip Distribution alternative will be reduced
proportionately, such that each such Shareholder continues to
receive the same percentage/proportion of the Scrip Distribution
Shares (calculated with reference to all elections made to receive
Scrip Distribution Shares) that it would have received had no limit
been imposed. Shareholders will be paid the Cash Dividend in
respect of those Scrip Distribution Shares which they do not
receive pursuant to the application of the foregoing limitation,
subject to dividend withholding tax.
The number of Scrip Distribution Shares to which each of the
Shareholders will become entitled pursuant to the Scrip
Distribution (if and to the extent that such Shareholders have
elected to receive the Scrip Distribution) will be determined by
reference to such Shareholder's shareholding in Datatec (at the
close of business on the Record Date, being Friday, 12 January
2018) in relation to the ratio that the amount of the Cash Dividend
bears to the volume weighted average price ("VWAP") of a Share
traded on the JSE during the 30--day trading period ending at the
close of business on Thursday, 21 December 2017, less the amount of
the Cash Dividend (i.e. the ex-dividend 30--day VWAP on that date).
A further announcement relating to the ratio of entitlement will be
released on SENS on Friday, 22 December 2017 and published in the
press on Wednesday, 27 December 2017.
Where the application of this ratio of entitlement 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 Shares and a cash payment for the fraction.
In addition, if the maximum number of Shares that the Company is
able to issue pursuant to the Scrip Distribution alternative
exceeds 63,590,285 Shares, then the allocations of Shares will be
proportionately scaled down and Shareholders will be deemed to have
elected the Scrip Distribution alternative for a proportionately
smaller part of their shareholding. Such Shareholders will receive
cash for the remaining part of their dividend. The fractional
entitlement in respect of the rounding down of new Shares to the
nearest whole number will also apply. The applicable cash payment
for any fraction arising in terms hereof is determined with
reference to the volume weighted average price of a Share traded on
the JSE on Wednesday, 10 January 2018 (being the day on which a
Share begins trading 'ex' the entitlement to receive the Cash
Dividend or the Scrip Distribution alternative), discounted by
10%.
3. Circular and salient dates
A circular providing shareholders with full information on the
Cash Dividend and the Scrip Distribution alternative, including a
Form of Election to elect to receive the Scrip Distribution Shares
in lieu of the Cash Dividend, will be made available on the
Company's website (www.datatec.co.za) and posted to certificated
Shareholders and dematerialised Shareholders who have not elected
to receive electronic communications from the Company on or about
Friday, 8 December 2017. The salient dates of events thereafter are
as follows:
EVENT 2018
---------------------------------------------------------------------------------------- ----------------------------
Record date for Shareholders eligible to receive the Circular Friday, 1 December 2017
---------------------------------------------------------------------------------------- ----------------------------
Circular and Form of Election posted to Shareholders and released on SENS on Friday, 8 December 2017
---------------------------------------------------------------------------------------- ----------------------------
Finalisation Announcement released on SENS in respect of the ratio of entitlement Friday, 22 December 2017
applicable
to the Scrip Distribution, based on the 30--day volume weighted average price ending at
the
close of business on Thursday, 21 December 2017, by 11h00 on
---------------------------------------------------------------------------------------- ----------------------------
Finalisation Announcement published in the press of the ratio of entitlement applicable Wednesday, 27 December 2017
to
the Scrip Distribution, based on the 30-day volume weighted average price ending at the
close
of business on Thursday, 21 December 2017 on
---------------------------------------------------------------------------------------- ----------------------------
Last day to trade in order to be eligible for the Cash Dividend and the Scrip Tuesday, 9 January
Distribution
alternative
---------------------------------------------------------------------------------------- ----------------------------
Shares trade "ex" the Cash Dividend and the Scrip Distribution alternative on Wednesday, 10 January
---------------------------------------------------------------------------------------- ----------------------------
Listing and trading of maximum possible number of Shares on the JSE in terms of the Wednesday, 10 January
Scrip
Distribution alternative from the commencement of business on
---------------------------------------------------------------------------------------- ----------------------------
Announcement relating to the calculation of cash payments in respect of fractional Thursday, 11 January
entitlements
released on SENS by 11h00 on
---------------------------------------------------------------------------------------- ----------------------------
Last day to elect to receive the Scrip Distribution alternative in lieu of the Cash Friday, 12 January
Dividend,
Forms of Election to reach the Transfer Secretaries by 12h00 noon on
---------------------------------------------------------------------------------------- ----------------------------
Record Date in respect of the Cash Dividend and the Scrip Distribution alternative Friday, 12 January
---------------------------------------------------------------------------------------- ----------------------------
Announcement relating to the results of the Cash Dividend and the Scrip Distribution Monday, 15 January
alternative
released on SENS on
---------------------------------------------------------------------------------------- ----------------------------
Scrip Distribution shares issued to shareholders on the register and Scrip Distribution Monday, 15 January
certificates
posted, and Cash Dividend payments made, CSDP/broker accounts credited/updated, as
applicable,
on
---------------------------------------------------------------------------------------- ----------------------------
Announcement relating to the results of the Cash Dividend and the Scrip Distribution Tuesday, 16 January
alternative
published in the press on
---------------------------------------------------------------------------------------- ----------------------------
JSE listing of Shares in respect of the Scrip Distribution adjusted to reflect the Wednesday, 17 January
actual
number of Shares issued in terms of the Scrip Distribution alternative at the
commencement
of business on or about
---------------------------------------------------------------------------------------- ----------------------------
All times provided in this announcement are South African local
times. The above dates and times are subject to change. Any
material change will be announced on SENS.
Share certificates may not be dematerialised or rematerialised
between Wednesday, 10 January 2018 and Friday, 12 January 2018,
both days inclusive.
Enquiries:
Datatec Limited (www.datatec.co.za)
Jens Montanana, Chief Executive +44 (0) 1753 797
Officer 118
Ivan Dittrich, Chief Financial +27 (0) 11 233
Officer 3301
Wilna de Villiers, Investor +27 (0) 11 233
Relations Manager 1013
Jefferies International Limited - Nominated
Adviser and Broker
+44 (0) 20 7029
Nick Adams / Simon Hardy 8000
finnCap - Broker
+44 (0) 20 7220
Stuart Andrews 0500
Instinctif Partners
Frederic Cornet/Keagile Makgoba +27 (0) 11 447
(SA) 3030
Adrian Duffield/Chantal Woolcock +44 (0) 20 7457
(UK) 2077
This information is provided by RNS
The company news service from the London Stock Exchange
END
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