FIN
20/02/2015 10:26
GENERAL
NOT PRICE SENSITIVE
REL: 1026 HRS Finzsoft Solutions Limited
GENERAL: FIN: Finzsoft declares interim dividend
Friday 20 February 2015
NZX Announcement
Finzsoft declares interim dividend
20 February 2015, Auckland - Finzsoft Solutions Limited (Finzsoft) (NZX:FIN)
has today announced a fully imputed interim dividend of $750,000, being 8.7
cents per share (the Interim Dividend). The Interim Dividend will be paid to
all Finzsoft shareholders holding shares at 5.00pm on Wednesday 25 February
2015 (the Record Date) on the basis of an ex Date of 9.00 am Monday 23
February 2015, and a payment date of Friday 27 February 2015. This is a
shorter notice period that is normally required by the NZX Main Board Listing
Rules. The background and reasons for this are summarised below.
As shareholders will be aware, on 28 January Finzsoft received a notice of
intention to make a full offer under the Takeovers Code to purchase all of
the equity securities of Finzsoft from Silverlake HGH Limited (Silverlake
HGH). The proposed terms of the Silverlake HGH offer state the offer is
intended to include the purchase of all rights, benefits and entitlements
(including entitlements to dividends) which attach to Finzsoft's shares on,
after or by reference to 18 December 2014, but excluding any dividends of up
to $1 million authorised by the Company after 18 December 2014.
As shareholders will also be aware, Silverlake HGH has advised Finzsoft that
it has entered into a lock-up agreement with Holliday Group Holdings (ICT
Investments) (Holliday Group) Limited, under which Holliday Group has agreed
to accept Silverlake HGH's takeover offer in relation to all of its
approximately 65.92% shareholding in Finzsoft. Under the terms of the
lock-up agreement, Holliday Group is required to accept Silverlake HGH's
offer in respect of all of its Finzsoft shares no later than one business day
after the date Holliday Group receives the takeover offer.
The company understands that Silverlake HGH's takeover offer will be made
shortly, and wishes to pay the Interim Dividend prior to the date on which
Holliday Group accepts the takeover offer and the offer accordingly becomes
unconditional. Unless the Interim Dividend is paid before the takeover offer
becomes unconditional:
- Finzsoft shareholders who accept the takeover offer could inadvertently
sell their entitlement to the Interim Dividend to Silverlake HGH; and
- the imputation credits attaching to the Interim Dividend could be lost.
In order to be able to pay the Interim Dividend before the takeover offer
becomes unconditional, Finzsoft has applied to NZX Limited for a waiver from
NZX Main Board Listing Rule 7.12.2. This waiver was granted and announced
earlier today. The waiver enables the company to announce the Interim
Dividend on the basis that notification of the Record Date be made before 9am
on the date three Business Days before the Record Date. The Company's notice
of the Interim Dividend issued earlier today has been given in reliance upon
this waiver.
The arrangements summarised above are primarily intended to ensure that
Finzsoft shareholders are able to receive the Interim Dividend before the
Silverlake HGH takeover offer takes effect, and on the basis that the
available imputation credits are not lost as a result of the takeover
process. They are also intended to provide investors who wish to trade on or
off the Finzsoft share register without the rights to the Interim Dividend
one full day to do so (being today, Friday 20 February 2015). Investors who
wish to trade in Finzsoft shares but are unsure as to the effect of these
arrangements, or who otherwise have questions about the Interim Dividend,
should consult their usual accounting, financial or legal advisors.
For more information please contact:
Brent Impey
Chairman
Finzsoft Solutions Limited
Email: [email protected]
End CA:00260926 For:FIN Type:GENERAL Time:2015-02-20 10:26:37