ThinkSmart Limited Return of Capital and Dividend (9478R)
06 Marzo 2019 - 8:02AM
UK Regulatory
TIDMTSL
RNS Number : 9478R
ThinkSmart Limited
06 March 2019
6 March 2019
ThinkSmart Limited
("ThinkSmart" or the "Company")
Return of Capital and Dividend
ThinkSmart announces that the Board have agreed a return of
capital and dividend as follows:
Background
ThinkSmart Limited ("ThinkSmart" or "the Company") refers
to:
1. its announcement dated 28 August 2018 in relation to the sale
of its initial tranche of 750,000 shares in the capital of Afterpay
Touch Group Limited at a price of A$20 per share, issued to the
Company as consideration shares for the sale of shares in ClearPay
Finance Limited; and
2. its 2018 Annual General Meeting held on Wednesday, 14
November 2018, at which shareholders of the Company approved a
capital reduction of up to A$8,000,000 (with the final amount of
the capital reduction to be determined by the directors of the
Company).
Return of Capital and Dividend
The Company is pleased to announce that the ThinkSmart board of
directors approved that the Company distribute A$7,999,751.44 to
shareholders (the "Distribution") in two parts:
1. a capital reduction, pursuant to which the Company will
return 3.772 cents per share (or depositary interest) to
shareholders (or depositary interest holders) ("Return of
Capital"); and
2. a special dividend of 3.772 cents per ordinary share (or
depositary interest) - 0.440 cents of which will be fully franked,
with the remaining 3.332 cents declared as attaching conduit
foreign income ("Dividend").
The key dates for the Distribution are:
Event Date
============================================================ ====================================
2018 Annual General Meeting where shareholders Wednesday, 14 November
approved the Return of Capital (subject 2018
to the board of directors determining
the final amount of the return of capital)
============================================================ ====================================
Amount of Return of Capital and Dividend 5 March 2019
determined by the board of directors
============================================================ ====================================
Record date for Return of Capital and 15 March 2019
Dividend
============================================================ ====================================
Return of Capital and Dividend payment 29 March 2019
date
============================================================ ====================================
For depositary interest holders, the Return of Capital and
Dividend will be paid through Crest in Sterling (GBP). The
Company's registrars, Computershare, will convert the AUD amounts
relating to depositary interest holders into GBP on 22 March 2019
to enable the payments to be made to depositary interest holders in
GBP on 29 March 2019. For shareholders, the payments will be made
in AUD on 29 March 2019.
The Company's resulting cash position immediately following
payment of the Return of Capital and Dividend will stand at
approximately GBP6.7m.
Class Rulings
ThinkSmart is in the process of applying for class rulings from
the Australian Taxation Office ("ATO") regarding the Australian
income tax treatment of the Return of Capital ("Class Rulings").
The Notice of Annual General Meeting dated 22 October 2018 included
commentary on the potential tax implications of the capital
component (the Return of Capital) and the dividend component (the
Dividend) of the Distribution.
ThinkSmart advises that the Class Ruling process is progressing
and it has now had the benefit of reviewing draft Class Rulings
provided by the ATO. The ATO is proposing to provide one Class
Ruling for ordinary shareholders, and another Class Ruling for
ThinkSmart's depositary interest holders.
The draft Class Rulings were provided on a preliminary and
non--binding basis, but indicate that the ATO has a largely
consistent view with certain and relevant income tax statements set
out in the Notice of Annual General Meeting in respect of the
capital component (the Return of Capital).
Whilst it is not expected to be the case, as the draft Class
Rulings are preliminary and non--binding, it is possible that the
Class Rulings that are issued by the ATO may differ from the drafts
provided. The Class Rulings will be issued in a final, binding form
following completion of the Return of Capital and Dividend.
Consistent with usual practice, ThinkSmart will make the final
Class Rulings available on its website.
For further information contact:
ThinkSmart Limited Via Instinctif Partners
Ned Montarello
finnCap Ltd (Nominated Adviser and Joint Broker) +44 (0)20 7220
0500
Jonny Franklin-Adams, Emily Watts, Anthony Adams (Corporate
Finance)
Tim Redfern, Richard Chambers (Corporate Broking)
Canaccord Genuity (Joint Broker) +44 (0)20 7523 8350
Sunil Duggal
David Tyrrell
Instinctif Partners +44 (0)20 7457 2020
Catherine Wickman
Kaj Sahota
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END
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