Seed Co International Limited (SCIL.bw) Circular to Shareholders on Scrip Dividend

Seed Co International Limited (SCIL.bw) Circular to Shareholders on Scrip Dividend

This Circular is neither a prospectus nor an invitation to the public to subscribe for shares in Seed Co International Limited (“SCIL” or “the Company”), but is a document issued, in compliance with the Botswana Stock Exchange Listings Requirements, to inform SCIL Shareholders of the Proposed Scrip Dividend whose terms and conditions are more fully set out in this Circular.

Action required:-

a) If you wish to receive the cash distribution, do not make the election to receive distribution in respect of your shareholding in the form of shares instead of cash (“the Scrip Distribution”) and do not complete the Form of Election, and you will automatically receive the full cash distribution.
b) If you wish to receive the Scrip Distribution in respect of your shareholding, you must complete the Form of Election and cause it to be received by the Transfer Agents, by no later than 17H00 on Friday 20 August 2021.
c) If you are in doubt as to what action to take, please consult your stockbroker, banker, attorney, accountant, or other professional advisor immediately.
d) If you no longer hold any shares in SCIL, you should send this Circular, as soon as possible, to the stockbroker, bank, or other agent through whom the sale of your shareholding in SCIL was executed for onward delivery to the purchaser or transferee of your shares.


SCIL DOES NOT ACCEPT RESPONSIBILITY, AND WILL NOT BE HELD LIABLE, FOR ANY ACTION OF, OR OMISSION BY, ANY STOCKBROKER, BANK OR OTHER AGENT INCLUDING, WITHOUT LIMITATION, ANY FAILURE ON THE PART OF THE STOCKBROKER, BANK OR ANY OTHER AGENT OF ANY SHAREHOLDER TO NOTIFY SUCH SHAREHOLDER OF THE OPTIONS AVAILABLE IN TERMS OF THE SCRIP DIVIDEND.


CIRCULAR TO SHAREHOLDERS

REGARDING: –
a) The offer of shares to shareholders registered as such in the records of the Company’s consolidated Primary and Secondary Share Register at the close of business on 11 August 2021 (“the Record Date”) at a price of 24.96 US Cents per scrip dividend share (“Scrip Distribution Option”) in lieu of the cash distribution of 0.97 US Cents per every issued share in respect of the Company’s trading for the year ended 31 March 2021; and
b) Correction of the “cum-dividend date” from 11 August 2021 erroneously stated in the First Notice to 1 July 2021.

ENCLOSING a Form of Election


SHAREHOLDERS REGISTERED AS SUCH ON THE RECORDS OF THE COMPANY AT THE CLOSE OF BUSINESS ON 11 AUGUST 2021 (“the Record Date”) WILL RECEIVE THE CASH DISTRIBUTION UNLESS THEY ELECT THE SCRIP DISTRIBUTION OPTION


1) NOTICE

The Botswana Stock Exchange (“BSE”) has not verified the accuracy and truth of the contents of this Circular, as submitted to it and the BSE accepts no liability of whatever nature for any loss, liability, damage, or expenses resulting directly or indirectly from a decision taken based on the contents of this Circular.

2) INTRODUCTION

2.1 The Board of Directors of the Company (the “Board”) would like to offer shareholders the chance to receive the dividend for the period ending 31 March 2021 in new shares instead of in cash. In accordance with the Companies Act Cap 42:01 and the Constitution of the Company, the Board may offer to shareholders the opportunity to elect to receive scrip distributions in the form of shares (credited as fully paid) instead of in cash.

2.2 On the 30th of June 2021 by order of the Board the Company announced a dividend distribution of 0.97 US Cents per every issued share out of the Company’s distributable reserves payable in cash or scrip (the Distribution).

2.3 The scrip option has been provided by the Board in terms of Article 5.4 of the Company’s Constitution which empowers the Board of Directors accordingly.

2.4 Pursuant to the optional consideration nature of the dividend, the mechanics of the Distribution are as set out below:

2.4.1 Shareholders can either opt to receive the dividend as cash or scrip and there is no option for partial selection of cash and scrip.

2.4.2 In the event all shareholders opt to receive the dividend in scrip, the table below illustrates the changes to the Company’s issued share capital:

Issued ordinary shares before the scrip dividend 381,452,827
Current stated capital before the scrip dividend US$36,462,929-00
Consideration for which the scrip dividend is to be issued 24.96 US cents per scrip dividend share
Maximum number of dividend scrip/shares to be issued 14,827,778
The proportion in which scrip dividend is to be issued 0,03887 scrip per every share held
Value of reserves to be capitalized for the scrip dividend issue US$3,701,013-00
Issued ordinary shares after the scrip dividend 396,280,605

 

2.5 Subject to the tax regime under Botswana International Financial Services Centre as well as any Double Taxation Avoidance Agreement between Botswana and the country of tax residence of a Shareholder not resident in Botswana for tax, the Company will not deduct withholding tax on the dividend on shares comprising shares or cash.

2.6 The issue of the shares distributed in terms of Scrip Dividend will take place on or before Thursday 26 August 2021.

3) BASIS OF THE AWARD OF SCRIP DISTRIBUTION SHARES

Shareholders registered in the books of the Company on the Record Date will be entitled, upon election, to receive as many fully paid shares in the Company at an issue price of 24.96 US Cents per scrip dividend share as is approximate in value in value of the Distribution due to such holder in respect of the Distribution (“Scrip Distribution Shares”).

4) NOT RENOUNCEABLE

The offer of Scrip Distribution Shares in lieu of a cash distribution is not renounceable. If a Shareholder does not accept the offer of Scrip Distribution Shares instead of cash, the holder is deemed to require and will be paid the distribution in cash.

5) ISSUE OF SHARES AND AMOUNT TO BE CAPITALIZED

5.1 The stated capital of the Company is US$36,462,929.

5.2 There are currently 381,452,827 shares in issue.

5.3 In the event all shareholders take up the offer of the scrip distribution then a further 14,827,778 shares will be offered at 24.96 US Cents per scrip dividend share, in an aggregate amount of US$3,701,013-00 being the Distribution which will be capitalized, and as a result the stated capital of the Company will be increased by US$3,701,013-00 and as a result the number of issued Shares will increase from 381,452,827 to 396,280,605.

5.4 Th