JSE Limited SENS announcements

Ratio applicable to the scrip distribution

13 March 2017

Shareholders are referred to the Company’s audited financial results for the year ended 31 December 2016, published on the Stock Exchange News Service on 2 March 2016 and in the press on 3 March 2016 in which they were advised of the Company’s declaration of a final distribution of fully-paid Mpact ordinary shares of no par value (“the Scrip Distribution”) to ordinary shareholders (“Shareholders”) recorded in the register of the Company at the close of business on the Record Date, being Friday, 31 March 2017 (“the Record Date”).

Shareholders will, however, be entitled to elect to receive a cash dividend of 65 cents per ordinary share of no par value held on the Record Date in respect of all or part of their ordinary shareholding, instead of the Scrip Distribution (“the Cash Dividend”).

A circular setting out the terms of the Scrip Distribution and Cash Dividend alternative, including a Form of Election, was posted to shareholders on Wednesday, 8 March 2017.

The Cash Dividend will be paid only to those:
- certificated Shareholders whose Forms of Election to receive the Cash Dividend, in respect of all or part of their shareholding, are received by the Transfer Secretaries on or before 12h00 on Friday, 31 March 2017; and
- dematerialised Shareholders who have instructed their CSDP or broker accordingly and in the manner and time stipulated in their agreement with such CSDP or broker.

The number of Scrip Distribution shares to which each Shareholder will become entitled pursuant to the Scrip Distribution (to the extent that such Shareholder has not elected to receive the Cash Dividend) will be determined by reference to such Shareholder’s ordinary shareholding in Mpact (at the close of business on the Record Date) in relation to the ratio that 65 cents bears to 3040 cents, representing the volume weighted average price of an ordinary Mpact share traded on the JSE during the 30-day trading period ending on Friday, 10 March 2017. The ratio of Scrip Distribution shares to which each Shareholder will become entitled pursuant to the Scrip Distribution (to the extent that such Shareholder has not elected to receive the Cash Dividend) is therefore 2.13816 Scrip Distribution shares for every 100 ordinary shares held on the Record Date.

Where the application of this ratio gives rise to a fraction of an ordinary share, such fraction will be rounded down to the nearest whole number, resulting in allocations of whole ordinary shares and a cash payment for the fraction.

The applicable cash payment will be determined with reference to the VWAP of an ordinary Mpact share traded on the JSE on Wednesday, 29 March 2017, (being the day on which an ordinary Mpact share begins trading ‘ex’ the entitlement to receive the Scrip Distribution or the Cash Dividend alternative), discounted by 10%.

The applicable cash payment will be announced on SENS on Thursday, 30 March 2017.

Example of Scrip Distribution entitlement:
This example assumes that a Shareholder holds 100 ordinary shares at the close of business on the Record Date and does not elect to receive the Cash Dividend in respect of all or part of their shareholding.

New ordinary share entitlement =
100 x 65 cents
3040 cents

= 2.13816 new shares
(then apply the Rounding Provision described above)
= 2 Scrip Distribution shares in respect of the 100 ordinary shares held.

Melrose Arch
13 March 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)