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P a g e
TRINIDAD CEMENT LIMITED
SECTION 4: DETAILS OF THE OFFER
(Continued)
4.6
RIGHTS ATTACHING TO THE SHARES
The New Shares issued will rank pari passu in all aspects with existing ordinary shares on issue, including
the right to all future dividends and other distributions thereafter declared, paid or made.
4.7
DIVIDEND POLICY
The dividend policy of the TCL Group is to pay as dividends to its shareholders at an amount equal to 30%
-35% of the consolidated after tax profits of the TCL Group. The dividend payment strategy of the
subsidiaries in the TCL Group will be such to ensure consistency with this policy.
The payment of a dividend is further constrained by the Override Agreement between TCL and its lenders
which only provides for the payment of dividends in certain circumstances, but in any event, only if the
Consolidated Leverage Ratio
5
is less than or equal to 3.0:1.0. Whereby, Reference Period means a period of
four (4) consecutive financial quarters, ending on either 31 March, 30 June, 30 September or 31 December.
4.8
OVERSEAS SHAREHOLDERS
The comments in this Section 4.8 are intended as a general guide only and any Eligible Shareholder who is
in doubt as to his or her position should consult his or her professional adviser without delay.
Receipt of this document and accompanying Provisional Letter of Allotment will not constitute an offer in
the Excluded Jurisdictions, and this Information Memorandum and the accompanying Provisional Letter of
Allotment must be treated as sent for information only and should not be copied or redistributed.
The Company reserves the right, but shall not be obliged, to treat as invalid and will not be bound to allot
or issue any New Shares in respect of any acceptance or purported acceptance of the New Shares which:
(a)
Appears to the Company or its agents to have been executed, effected or despatched from any
Excluded Jurisdiction; or
(b)
Appears to the Company or its agents to have been executed, effected or despatched in a manner which
may involve a breach of the securities laws or regulations of any jurisdiction of which the Company
believes or its agents believe would violate applicable legal or regulatory requirements.
4.9
VALIDITY AND REJECTION OF SUBSCRIPTIONS OF NEW SHARES
The Company reserves the absolute right to accept any subscription, application form or Provisional Letter
of Allotment as valid and binding even if not in the proper form, not completed in accordance with the
relevant instructions or not accompanied by a valid power of attorney or by evidence of satisfactory
authority where required.
The Company reserves the absolute right to reject any subscription, application, form of Provisional Letter
of Allotment if not in the proper form, not completed in accordance with the relevant instructions or not
-
Consolidated Leverage Ratio means, for any Reference Period, the ratio of
(a) Consolidated Debt as of the last date of such Reference Period to (b)Consolidated EBITDA for such Reference Period
