Colombo, Sri Lanka – 15 September 2026
Galle Face Capital Partners PLC (GFCP) has announced a recommendation for a first and final scrip dividend of Rs. 0.70 per share for the financial year ended March 31, 2026. This significant proposal, aimed at enhancing shareholder value through the issuance of new shares, is now subject to approval from the company’s shareholders at its upcoming virtual Annual General Meeting (AGM) scheduled for September 23, 2026.
The Board of Directors, through a circular resolution dated August 28, 2026, confirmed its recommendation for this scrip dividend. If approved, the dividend will be satisfied entirely by the allotment and issue of new ordinary shares, amounting to a total sum of Rs. 82,829,681.20, based on the company’s issued and fully paid shares as of March 31, 2026.
Key Details of the Scrip Dividend Proposal
The proposed scrip dividend, valued at Rs. 0.70 per share, will translate into the issuance of approximately 4,060,278 new ordinary shares. This calculation is based on the market value (closing price) of the company’s shares as at the end of trading on August 25, 2026.
Shareholders entitled to participate in this dividend are those registered in the Company’s Share Register and whose names appear on the Central Depository Systems (Pvt) Ltd (CDS) as at the end of trading on the Record Date, which has been set for September 25, 2026. This date marks the second market day from and excluding the date of the virtual AGM.
Allotment Ratio and Shareholder Benefits
The new shares will be issued to entitled shareholders based on a ratio of 1 new fully paid ordinary share for every 29.14286066 existing issued and fully paid ordinary shares. This ratio is derived from a value of Rs. 0.70 Cents per ordinary share, subject to applicable government taxes, based on the closing price on August 25, 2026.
The Board has expressed confidence that the values constituting the consideration for the new shares are fair and reasonable to both the company and its existing shareholders. Furthermore, the Board has affirmed its ability to satisfy the solvency test mandated by Section 57 of the Companies Act No. 07 of 2007 (as amended), with a Certificate of Solvency already obtained from the company’s auditors, Messrs. Ernst & Young, Chartered Accountants.
The new ordinary shares allotted will rank equally (pari passu) in all respects with the existing issued and fully paid ordinary shares of the company, ensuring no dilution of rights for the newly issued shares.
Regulatory Compliance and Shareholder Action
Galle Face Capital Partners PLC has already secured “in-principle” approval from the Colombo Stock Exchange (CSE) for the proposed allotment and listing of these new ordinary voting shares, pending shareholder consent. The company will seek shareholder authorisation for the satisfaction of the dividend by way of new shares through an ordinary resolution at the upcoming AGM.
For shareholders holding shares in scrip form (physical share certificates), the company has urged them to open an account with the CDS and deposit their existing share certificates prior to the AGM date. This is crucial as no new share certificates will be issued for the scrip dividend; all new shares will be directly uploaded into CDS accounts. Shareholders who fail to open a CDS account before the AGM will have their entitlement registered in the company’s Share Register until such an account is opened, after which shares will be credited weekly upon written request.
Shareholders unable to attend the virtual AGM on September 23, 2026, are entitled to appoint a proxy to participate, speak, and vote on their behalf. The Form of Proxy must be completed and returned not later than 48 hours before the scheduled time of the AGM.
The Board of Directors has confirmed that the allotment and issue of new shares are in compliance with the Company’s Articles of Association, the Listing Rules of the CSE, and the provisions of the Companies Act No. 07 of 2007.
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