STENPROP LIMITED
(Formerly GoGlobal Properties Limited)
(Incorporated in Bermuda)
(Registration number 47031)
BSX share code: STP.BH JSE share code: STP
ISIN: BMG8465Y1093
(?Stenprop? or ?the Company?)
NOTICE TO STENPROP SHAREHOLDERS IN RESPECT OF AN ELECTION TO RECEIVE THE FINAL DIVIDEND FOR
THE YEAR ENDED 31 MARCH 2015 EITHER IN THE FORM OF A CASH DIVIDEND OR A SCRIP DIVIDEND
CASH DIVIDEND OR SCRIP DIVIDEND
On Thursday, 11 June 2015 it was announced that the board of directors of the Company (the ?board?) had approved and
declared a distribution of 4.2 Euro cents per share (the ?dividend?) in respect of the year ended 31 March 2015 and that the
board intends offering to shareholders the option to receive in respect of all or a part of their Stenprop shareholding either a
scrip dividend by way of an issue of new Stenprop shares (of the same class as existing shares) credited as fully paid up (?scrip
dividend?), or a cash dividend (?cash dividend?). A cash dividend will be paid to shareholders unless shareholders elect to
receive the scrip dividend.
Should a shareholder validly elect to receive the scrip dividend in lieu of cash for all or part of his Stenprop shareholding, such
shareholder will become entitled to a number of new Stenprop shares which value will be as near as possible to the cash
dividend which they would otherwise have received in respect of the elected shares. A shareholder?s entitlement to new
Stenprop shares will be calculated by multiplying the number of elected shares held by that shareholder at the record date by
the dividend per share of 4.2 Euro cents (converted to Rand at the exchange rate for Stenprop shares on the SA share register)
and dividing it by the scrip dividend reference price which will be calculated as follows.
- for Stenprop shares on the Bermudian share register, the average of the middle market quotations of the Stenprop share
derived from the daily Official List for the last five dealing days on the JSE prior to the announcement of the exchange
rate, converted to Euro at the exchange rate, less the amount of the dividend per Stenprop share; or
- for Stenprop shares on the SA share register, the average of the middle market quotations of the Stenprop share as
provided by the JSE for the last five dealing days on the JSE prior to the announcement of the exchange rate, less the
amount of the dividend per Stenprop share where the dividend amount is converted to Rand at the exchange rate.
The exchange rate is the Euro to Rand conversion rate to be announced on or before Friday, 26 June 2015.
The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in Stenprop and to
retain flexibility with regard to the Company's cash resources.
The cash dividend will be paid out of the Company?s distributable profits. The new Stenprop shares to be issued pursuant to the
scrip dividend will be funded from the Company?s distributable reserves.
As at the date of this announcement, the Company had 272,236,146 ordinary shares in issue with a par value of
EUR0.000001258 each.
A circular in respect of the election being offered to Stenprop shareholders to receive either the cash dividend or the scrip
dividend, together with an election form (the ?circular?), has been posted to shareholders today, Friday, 19 June 2015. Terms
defined in the circular shall bear the same meaning in this announcement and subsequent announcements relating to the
dividend.
Copies of the circular may be obtained at the Company?s SA transfer secretaries, Computershare Investor Services (Proprietary)
Limited, 70 Marshall Street, Johannesburg 2001, South Africa, and from the Bermudian registrars, Computershare Investor
Services (Bermuda) Limited, 2nd Floor, Queensway House, Hilgrove Street, St. Helier, Jersey Channel Islands, JE1 1ES from
Friday, 19 June 2015 to Friday, 10 July 2015 during business hours. It will also be available on the website of the Company
(www.stenprop.com) from Friday,19 June 2015.
IMPORTANT DATES AND TIMES
For shareholders on the SA share register
2015
Announcement of Euro to Rand conversion rate and scrip dividend reference price released on SENS
at 07:00 (SAST) on Friday, 26 June
Last day to trade on the JSE in order to be eligible for the cash dividend or alternatively the scrip
dividend on Friday, 3 July
Shares commence trading ex the cash dividend or scrip dividend on the JSE on Monday, 6 July
Record date for shareholders recorded on the SA share register Friday, 10 July
Closing date for receipt of completed election forms by no later than 12:00 noon (SAST) on Friday, 10 July
Announcement on SENS of the amount of new Stenprop shares issued on Monday, 13 July
Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts credited/updated
and new Stenprop shares listed on the JSE on Thursday, 16 July
Notes:
1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be
released on SENS.
2. Stenprop shareholders are referred to the circular for information on the action required to be taken by them.
3. Shareholders should note that new Stenprop shares should not be traded until the new Stenprop shares are issued or reflect in their accounts
with their CSDP or broker on Thursday, 16 July 2015.
4. Share certificates may not be dematerialised or rematerialised between Monday, 6 July 2015 and Friday, 10 July 2015, both days inclusive, nor may
transfers of shares between sub-registers in South Africa and Bermuda take place between Monday, 6 July 2015 and Friday, 10 July 2015 both days
inclusive.
5. Shareholders on the SA share register who do not elect to receive a scrip dividend will receive a cash dividend in South African Rand, based on the
exchange rate to be obtained by the Company on or before Friday, 26 June 2015. An announcement in this respect will be made on or before Friday,
26 June 2015.
For shareholders on the Bermudian share register
2015
Announcement of Euro to Rand conversion rate and scrip dividend reference price released on the
BSX website at 17:00 (ADT)/ 21:00 (BST) on Thursday, 25 June
Last day to trade on the BSX in order to be eligible for the cash dividend or alternatively the scrip
dividend on Friday, 3 July
Shares commence trading ex the cash dividend or scrip dividend on the BSX on Monday, 6 July
Record date for shareholders recorded on the Bermudian share register Friday, 10 July
Closing date for receipt of completed election forms by no later than 08:00 (ADT)/ 12:00 noon (BST)
on Friday, 10 July
Announcement on the BSX website of the amount of new Stenprop shares issued on Monday, 13 July
Payment of cash dividend, BSD accounts credited/updated and new Stenprop shares listed on the
BSX on Thursday, 16 July
Notes:
1. All dates and times quoted above are local dates and times in Bermuda. The above dates and times are subject to change. Any changes will be released
on the BSX website.
2. Stenprop shareholders are referred to the circular for information on the action required to be taken by them.
3. Shareholders should note that new Stenprop shares should not be traded until the new Stenprop shares reflect in their BSD accounts with their
broker on Thursday, 16 July 2015.
4. No transfers of shares can take place between sub-registers in South Africa and Bermuda between Monday, 6 July 2015 and Friday, 10 July 2015 both
days inclusive.
TAX IMPLICATIONS
SA resident shareholders
The receipt of the cash dividend or electing to receive the scrip dividend may have tax implications for shareholders.
For those South African resident shareholders receiving the cash dividend, such amount will be regarded as a foreign dividend
and may be subject to South African dividends withholding tax at a rate of 15%, unless an exemption as set out in the South
African tax legislation applies.
The receipt of new Stenprop shares by South African resident shareholders should not be classified as a dividend or a foreign
dividend for South African tax purposes and, accordingly, South African dividends withholding tax should not be levied on the
new Stenprop shares. However, the legislation in this regard is complex and its implementation is uncertain. Accordingly,
shareholders should seek independent professional tax advice.
Stenprop shareholders are advised to consult their professional advisors regarding the tax consequences of the cash dividend
and the scrip dividend or should they be in any doubt as to the appropriate action to take.
In terms of the JSE Listings Requirements regarding dividends withholding tax in South Africa, the following additional
information is disclosed:
- As the Company is not a South African registered company, it does not have any STC credits available to set-off against
the dividends withholding tax liability on the cash dividend.
There is no withholding tax payable in Bermuda.
Shareholders residing outside of South Africa
The receipt of the cash dividend or electing to receive the scrip dividend may have tax implications for shareholders who are
resident in countries other than South Africa and such shareholders are advised to obtain appropriate advice from their
professional advisors in this regard.
Stenprop has a primary listing on the Bermuda Stock Exchange and a secondary listing on the Alternative Exchange of the JSE.
19 June 2015
South African corporate advisor and JSE sponsor
Java Capital
Bermuda Stock Exchange sponsor:
Appleby Securities (Bermuda) Ltd
