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Announcement relating to the Redemption of the Entire Issued Preference Share Capital of the Company
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
Ordinary Share code: IVT Ordinary Share ISIN ZAE000029773
Preference Share code: IVTP Preference Share ISIN: ZAE000173399
A2X ordinary share code: IVTJ
A2X preference share code: IVTPJ
("Invicta" or the "Company")
ANNOUNCEMENT RELATING TO THE REDEMPTION OF THE ENTIRE ISSUED PREFERENCE
SHARE CAPITAL OF THE COMPANY
1. Background
Shareholders are referred to the circular dated 15 October 2012 relating to the creation and issue of
10 000 000 cumulative, non-participating no par value preference shares (the "Preference Shares").
On 12 November 2012, the relevant resolutions of the Company were passed to create and authorise
the issue of the Preference Shares. Pursuant thereto, the memorandum of incorporation of the
Company ("MOI") was amended to include the preferences, rights, limitations and other terms of the
Preference Shares as set out in clause 32 of the MOI. The MOI is available for inspection at Invicta's
registered office from the date of this announcement until the Company Redemption Date (as defined
in the MOI).
Unless such definition is specifically repeated in this announcement ("Announcement"), terms used in
this Announcement shall bear the meaning assigned thereto in the MOI.
The purpose of this Announcement is to notify Preference Shareholders of the redemption of the entire
issued Preference Share capital in terms of the relevant provisions of the MOI (the "Redemption").
2. The Redemption
As at the date this announcement there are 6 857 757 outstanding Preference Shares in issue
("Outstanding Preference Shares").
In terms of clause 32.4.2 of the MOI, all (but not some) of the Outstanding Preference Shares may be
redeemed at the option of the Company, subject to compliance with the Companies Act, in the
circumstance where an Adjustment Event occurs and, as a result of such Adjustment Event (i) the
Company becomes obliged to pay any Additional Dividends, or (ii) the Applicable Rates are increased.
In terms of clause 32.1.3 of the MOI, an "Adjustment Event" means a Tax Change Event or a Rate
Event. In terms of clause 32.1.3.3 of the MOI, a "Rate Event" means any increase in the Dividends Tax
Rate above 15% (fifteen per centum) (which is the rate at which the Dividends Tax was levied on the
Tax Reference Date, being 1 November 2012). In terms of clause 32.1.5 of the MOI, the "Applicable
Rate" means the Dividend Rate or the Default Dividend Rate. In terms of clause 32.1.16 of the MOI,
the "Dividend Rate" means, subject to adjustment in accordance with the Rate Adjustment Clauses, a
rate equal to 102% of the Prime Rate.
A Rate Event occurred for dividends paid on or after 22 February 2017 when the Dividends Tax Rate
increased from 15% to 20%. Accordingly, with effect from 01 November 2016, the Dividend Rate (as
defined in clause 32.1.16 of the MOI) was adjusted in accordance with clause 32.3.10 of the MOI to
take account of such Rate Event, from a rate equal to 102% of the Prime Rate before the Rate Event,
to a rate equal to 108.375% of the Prime Rate, after the Rate Event. Following the occurrence of the
Rate Event and the consequential increase in the Applicable Rate, the Company became entitled to
redeem all (but not some) of the Outstanding Preference Shares. The Company hereby announces
that it is exercising such right to redeem all of the Outstanding Preference Shares.
3. The Redemption process
The process for the redemption of the Outstanding Preference Shares is set out in clause 32.4.3.1 of
the MOI, the first step of which is to issue this Announcement. In terms of clause 32.4.3.1 of the MOI,
the date on which the redemption shall occur is called the Company Redemption Date and this date is
the first Dividend Payment Date which occurs after the date of this Announcement.
The Company will declare the next Scheduled Preference Dividend in accordance with the MOI, which
Scheduled Preference Dividend will be in respect of the period from the last Dividend Declaration Date
(6 November 2023) until the date such Scheduled Preference Dividend is declared (on or before 14
June 2024) ("Penultimate Dividend Period"). At the same time, the Company will also declare the
Scheduled Preference Dividend for the final Dividend Period covering the date between the end of the
Penultimate Dividend Period (on or before 14 June 2024) and the Company Redemption Date. Both of
these Scheduled Preference Dividends shall be payable on the same date, as recorded in the
Preference Dividend declaration announcement.
The Company Redemption Date will be the same date as the next and final Dividend Payment Date
(expected to be on or before 8 July 2024).
4. The Redemption Amount
In terms of clause 32.4.4, on the Company Redemption Date, the Company shall pay the Redemption
Amount on each Outstanding Preference Share to each Holder. The Redemption Amount per
Preference Share is defined in clause 32.1.34 of the MOI and, without double counting, is the aggregate
of:
a. the higher of (i) the Subscription Price of that Preference Share, or (ii) the Market Price ("Market
Price" is defined in the MOI as the volume weighted average traded price at which the Preference
Shares traded for the 15 most recent trading days to Thursday, 6 June 2024 (being 9 602,34411
cents per Preference Share), less any Accumulated Dividends payable on the first day of the
Dividend Period during which the Market Price is determined (nil), and any Scheduled Dividends
payable for the period from the first day of the Dividend Period to the day prior to the date on
which the Market Price is determined (being 739,62260 cents per Preference Share); plus
b. an amount equal to 2,5% (two point five per centum) of the Subscription Price of that Preference
Share; plus
c. the Scheduled Dividend for the Dividend Period which ends on the Redemption Date of that
Preference Share (to be determined); plus
d. any Accumulated Dividends in respect of that Preference Share on its Redemption Date (nil).
The Subscription Price (as defined in clause 32.1.44 of the MOI) per Preference Share is R100. The
Market Price (as defined in clause 32.1.23 of the MOI) per Preference Share on Thursday, 6 June
2024, being the date 5 Business Days before this Announcement, is 8 862,72151 cents per Preference
Share.
Therefore, the Redemption Amount payable to each holder of a Preference Share pursuant to the
Redemption will be 10 250.00 cents per Preference Share, plus the relevant Scheduled Dividends.
5. Source of funds and tax consequences
The total Redemption Amount will be funded by Invicta from group cash reserves and banking facilities.
No secondary tax on companies' credits will be used in giving effect to the Redemption. The
contributed tax capital of each Preference Share is 10 000.00 cents per Preference Share.
Accordingly, the balance of the Redemption Amount will be funded from income reserves. Invicta will
be required to withhold dividend withholding tax of 20% on the portion of the Redemption Amount paid
from income reserves from all holders of Preference Shares who are not exempt under South African
tax law. The gross and net dividend amounts will be confirmed in the Scheduled Dividends
announcement, expected to be released on SENS on Friday, 14 June 2024.
Nothing contained in this Announcement is intended to constitute tax advice. Preference Shareholders
are advised to consult their tax advisors regarding any taxation implications pertaining to them
regarding the Redemption. In addition, Preference Shareholders who are not considered to be
ordinarily resident in the Common Monetary Area (collectively, South Africa, the Republic of Namibia
and the Kingdoms of Lesotho and eSwatini) in terms of the Exchange Control Regulations, 1961, as
amended, promulgated in terms of section 9 of the South African Currency and Exchanges Act, Act 9
of 1933, are advised to consult their financial advisors regarding any Exchange Control Regulations
pertaining to them regarding the Redemption.
6. Salient dates
The salient dates in respect of the Redemption (and the Schedule Dividends) are as follows:
2024
Last day to trade to be eligible for the Redemption (and the Scheduled
Dividends) on Tuesday, 2 July
Suspension of listing of the Preference Shares on the JSE trading system
with effect from commencement of business on Wednesday, 3 July
Record date for the Redemption (and payment of the Scheduled Dividends)
on Friday, 5 July
Payment date Monday, 8 July
Termination of listing of the Preference Shares on the JSE trading system
with effect from commencement of business on Tuesday, 9 July
Preference Share certificates may not be dematerialised or rematerialised after Tuesday, 2 July 2024.
All holders of Preference Shares hold their Preference Shares in dematerialised form. The Redemption
will therefore be done automatically by the Preference Shareholder's CSDP or broker.
7. Additional JSE Listings Requirements disclosure
Preference Shareholders are advised that a circular pertaining to the Redemption will not be posted to
them, as Invicta has received an exemption from having to post such a circular in accordance with
paragraph 11.38(b) of the JSE Limited Listings Requirements, as the contents of such circular are
included in this announcement.
Set out below is a table of the aggregate volumes and values traded and the highest and lowest prices
traded in the Preference Shares for each month over the twelve months prior to the date of issue of
this Announcement and for each day over the 30 days preceding the date of this Announcement:
Daily (2024) High (cents) Low (cents) Volume Value (Rand)
June
12 - - - -
11 9 975 9 500 11 245 1 072 409
3 to 10 - - - -
May
31 9 601 9 500 8 738 838 343
30 9 676 9 500 10 176 977 766
22 to 28 - - - -
21 10 000 9 600 411 39 544
16 to 20 - - - -
15 9 600 9 600 216 20 736
14 9 700 9 700 9 873
13 9 601 9 600 2 569 246 629
10 - - - -
9 9 900 9 900 606 59 994
7 to 8 - - - -
6 9 775 9 775 8 925 872 418
3 9 800 9 800 198 19 404
2 9 800 9 800 1 499 146 902
Monthly High (cents) Low (cents) Volume Value (Rand)
2024
May 10 000 9 500 33 347 3 222 609
April 10 249 9 501 18 449 1 820 200
March 10 249 9 500 6 835 668 463
February 10 275 9 804 49 832 4 993 923
January 10 299 9 800 5 458 543 361
2023
December 10 450 9 800 36 819 3 611 877
November 10 490 9 800 32 193 3 211 805
October 10 500 9 700 29 101 2 903 608
September 9 850 9 555 39 040 3 785 961
August 10 190 9 500 19 474 1 911 593
July 10 300 9 810 13 617 1 370 519
June 10 400 9 656 248 660 25 527 992
A further announcement, including the declaration of the applicable Scheduled Dividends, will be published
on or before 14 June 2024.
Johannesburg
Thursday, 13 June 2024
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal Adviser
Bernadt Vukic Potash & Getz Attorneys
Date: 13-06-2024 02:33:00
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