Frequently Asked Questions
The purpose of this “Frequently Asked Questions” section is to provide short answers to some frequent questions about trading shares in the TWK Group and is not a binding legal document. For more details always refer to the official “Terms and Conditions” as well as the “Memorandum of Incorporation” of the respective companies.
1. GENERAL TRADING INFORMATION
1.1 What is trading?
Trading is the process whereby willing sellers and buyers trade shares in TWK Agriculture Holdings Proprietary Limited or TWK Investments Limited (combined referred to as the “TWK Group”).
1.2 Where can I trade shares?
Buyers and sellers need to register with the “Over the Counter” – facility (“OTC”) provided by the TWK Group.
1.3 How do I access the OTC facility?
You can buy or sell shares via our OTC facility that can be accessed directly on the internet at www.twkshares.com. You can also trade by placing orders telephonically by calling the Call Centre on 011 321 5565.
1.4 Is there an alternative to the OTC to trade shares?
We encourage shareholders to use the transparent OTC facility at all times. Certain transactions like private share transfers or estate transfers can be done outside the OTC. For these type of transactions please call the Call Centre.
1.5 What risks does the OTC protect me from?
- The OTC price is indicative of the current perceived fair market value of your shares.
- The OTC ensures that buyers get ownership of the shares and that sellers get their money.
- The OTC ensures an expeditious and timely transaction as all trading parties have already completed and submitted the necessary documentation and the buyer already has the necessary funds in his trading account.
- The OTC ensures that the necessary Share Transfer Tax is paid over correctly to SARS.
1.6 What are the general requirements to trade shares?
All shareholders have to be registered and verified. The documentation required for the different entities can be found here.
1.7 Who may buy shares in TWK Agriculture Holdings?
Only “qualified persons” in terms of the MOI may buy shares in TWK Agriculture Holdings Proprietary Limited. The main criteria to be a “qualified person” require that you conduct bona fide farming as main occupation and main business activity. Please refer to the MOI for the detailed criteria.
To apply to become a shareholder of TWK Agriculture Holdings Proprietary Limited you have to also complete the comprehensive “Shareholder Application Form”.
Your application will then be tabled for approval at a future meeting of the TWK Board of Directors. The Board has the right to disapprove an application without providing any reason to do so. If your application is approved TWK will notify the OTC Trading Facility and you will receive your registration details.
1.8 How many shares may I own in TWK Agriculture Holdings Proprietary Limited?
In terms of the MOI no shareholder together with the shareholder’s related persons shall together beneficially or otherwise directly or indirectly hold or control more than 5% of the total issues shares. The MOI provides the Board with certain options if this limit is exceeded. For more detail on the limitation as well as the Board’s options please refer to the MOI.
1.9 Who may buy shares in TWK Investments Limited?
The TWK Investments Limited shares are open to public trading, any individual or legal entity is allowed to buy shares.
1.10 How many shares may I own in TWK Investments Limited?
There is no limit to the number or percentage of shares you may own in TWK Investments Limited.
1.11 I was an existing shareholder in TWK Agriculture Limited before 31 August 2013, what happened to my shares and why am I unable to trade on the OTC?
The company TWK Agriculture Limited was converted to a private company and the name changed to TWK Agriculture Holdings Proprietary Limited.
You now own shares in TWK Agriculture Holdings Proprietary Limited and also received a distribution of 1 TWK Investments Limited share for every 2 TWK Agriculture Holdings Proprietary shares you owned at 31 August 2013.
If you are unable to buy or sell TWK Agriculture Holdings Proprietary Limited shares it may be due to the fact that you haven’t completed the “Shareholder Application Form” or submitted your original paper share certificates to TWK to be dematerialised.
1.12 When will trading start?
The OTC will be live for trading from 02 September 2013 at 09h00.
1.13 What are the trading hours of the OTC facility?
Trading hours of the OTC facility are weekdays between 09h00 and 17h00, excluding public holidays. Shareholders are able to enter buy or sell orders outside of the trading hours via the online trading platform but these will only be matched within trading hours. The Call Centre will only operate during trading hours.
1.14 What are the costs of trading?
The trading cost on a buy or sell transaction is 1.5% of the value of the trade (excluding VAT), subject to a minimum transaction cost of R198 (excluding VAT).
The buyer also has to pay a further “Securities Transfer Tax” (STT) of 0.25% of the value of the trade. This STT is paid over to SARS on your behalf.
1.15 How is a transaction completed on the OTC facility?
The OTC facility matches the willing buyers and willing sellers. If a buyer and seller meets at the same price a trade will be executed.
1.16 What happens if my order is not met on the OTC facility?
Any buy or sell order has a default expiration period of 90 days, which you can shorten upon order entry. If the OTC facility does not find a matching shareholder to transact with, then the order will simply be cancelled after the entered expiration period (default of 90 days). This means that the shares will still be yours if you entered a “sell order”, or the money will still be yours if you entered a “buy order”.
1.17 How do I gain access to the online OTC facility?
The online OTC can be accessed at www.twkshares.com. Registered shareholders will need to login with their shareholder number and password that was sent to them after registration.
1.18 Where do I get my shareholder number and password?
Existing shareholders before 31 August 2013 that submitted their “Shareholder Application Form”, FICA documentation and their original paper share certificates to TWK will have received a shareholder number and password by SMS after verification.
A new shareholder or authorised representative of a shareholder will receive a shareholder number and password by SMS after their online registration is complete.
It is important to keep these details secure and safe, as they are required to transact on the OTC facility.
1.19 What should I do if I forget my shareholder number?
Contact the Call Centre on 011 321 5565 and ask one of the agents to provide you with your shareholder number.
1.20 What should I do if I forget my password?
Contact the Call Centre on 011 321 5565and ask one of the agents to reset your password for you. The agent will verify your identity and a new password will be sent to you via SMS.
1.21 What should I do if I do not receive the SMS?
Contact the Call Centre on 011 321 5565 to update your cell phone number and thereafter reset your password.
1.22 How can I change my password?
You can only change your password on the online OTC facility at www.twkshares.com. Login with your shareholder number and password, and click on ‘Change Password’. You will be requested to enter the old password first before you can type in a new password.
1.23 I submitted a trade instruction a while back, but received a notification that it has expired. What should I do?
Pending trade instructions remain in the matching engine for a maximum of 90 days or less depending on what you stipulated at the time it was loaded. You can re-submit a trade request, either via the online OTC platform at www.twkshares.com or via the Call Centre on 011 321 5565, if you wish to do so. The alternative is to do nothing if you no longer wish to sell or buy shares for the moment.
1.24 What happened to my money in the trading account?
If you’ve deposited money into your trading account, you can enter an order to buy shares. Your trading account will be reduced by the transaction value of the “buy bid” that you’ve submitted. If you sell any shares, the proceeds will be paid into your trading account.
1.25 Who can I speak to if I have a query regarding the OTC facility?
You can speak to any of the consultants in the Call Centre on 011 321 5565. Alternatively, you can email a consultant at email@example.com, and they will endeavour to respond in the quickest possible time.
1.26 How will I know if my trade has been matched?
You will receive an SMS notifying you that your trade has been matched and executed.
1.27 How are trades matched?
The first ranking criteria for trade orders ("buy bids" and "sell orders") is the price of the trade order. The second ranking criteria is the entered time of the trade order.
Any subsequent trade requests will be immediately executable if it is a buy bid at a price at or above the lowest sell offer in the market or a sell order at a price at or below the highest bid in the market.
- Seller A enters a "sell order" at R3.00 on a Thursday.
- Seller B enters a "sell order" at R3.00 on the following Friday.
- If Buyer X enters a "buy order" on Monday at R3.00, the OTC will match Buyer X and Seller A first, until all shares in Seller A's "sell order" have been sold, and only then will the "sell order" of Seller B be matched.
1.28 What should I do if I want to cancel a trade order?
If you use the online OTC, then log on to your trading profile on www.twkshares.com using your shareholder number and password and go to the ‘Trading’ – ‘View/Cancel Orders’ section to cancel your pending trade request.
If you want to use the OTC call center, then contact the OTC call centre on 011 321 5565 to update these details.
Any partial matches that have occurred prior to the cancellation cannot be reversed as the transactions have already been processed.
1.29 What should I do if I want to change the price of the trade order?
You cannot adjust the price on an existing trade order. Please cancel the existing trade order, and enter a new trade order at your new price.
Any partial matches that have occurred prior to the cancellation cannot be reversed as the transactions have already been processed.
1.30 If my trade order has been partially matched (executed) and I cancel the remaining portion and reload at a new price, will I be charged another transaction fee when the trade matches?
Yes, the resubmitted trade order will be treated as a separate transaction and a transaction fee will apply.
1.31 Can I change the method of communication relating to my account transactions?
Yes, log on to your trading profile on www.twkshares.com using your shareholder number and password and go to the ‘Account’ – ‘Preferences’ section to change your communication settings.
Alternatively, you can contact the Call Centre on 011 321 5565 and ask an agent to change this for you.
1.32 Will I earn interest on the balance in my trading account?
The TWK Group is not a deposit-taking institution, and accordingly cannot pay interest on any funds held in the trading accounts of their shareholders.
2. BUYING SHARES
2.1 How can I buy shares?
You can buy shares directly through the online OTC facility or via the Call Centre, where the agent will take you through a step by step process.
These are the key steps you will need to follow when you buy through the internet or via the Call Centre:
a) Deposit money into the TWK Agriculture Holdings Proprietary Limited OTC bank account, and wait for the funds to reflect in your trading account
b) Place your order by providing the following information:
- The Number of shares you wish to buy
- The Price per share you are willing to pay for the shares
- how long you want your order to last (Enter expiry date, which defaults to 90 days from the order)
c) Confirm and accept the cost of the shares, including transaction cost and taxes. Your “buy bid” will be entered into the market for potential buyers and sellers to view. Your order will be matched or successfully processed if your price per share is higher or equal to the lowest price per share of the seller with the lowest price per share.
2.2 When do I need to deposit the money to be able to buy shares?
The OTC facility does not allow you to buy shares on credit, your funds should reflect in your trading account before you will be able to submit your buy bid.
2.3 What forms of payments are permitted?
The OTC facility only allows for EFTs, as they can be electronically traced to the depositor. Cash deposits and cheques are not allowed. Please ensure that you use your shareholder number as the “beneficiary reference” for the EFT transfer to be automatically allocated to your trading account.
2.4 How long does it take before the money I transferred to the TWK Agriculture Holdings Proprietary Limited account to reflect on my trading account?
Deposits take 2 to 3 working days to appear on your trading account and you will be notified via SMS once the deposit has been received and allocated.
2.5 I want to buy shares in TWK Investments Limited, why am I depositing into the TWK Agriculture Holdings Proprietary Limited bank account?
Only one bank account is used for the TWK group, your funds will be allocated to the correct trading account based on the shareholder number you use as reference for the deposit.
2.6 I have funds in my TWK Agriculture Holdings Proprietary Limited trading account but would like to buy shares in TWK Investments Limited?
You are able to instantly transfer funds between your TWK Agriculture Holding Proprietary trading account and your TWK Investments Limited trading account by selecting the “Transfer” option on the OTC platform.
2.7 I made an EFT to the TWK Agriculture Holdings Proprietary Limited bank account more than 3 days ago, and it still does not show up on my trading account. What should I do?
Please email your proof of payment to firstname.lastname@example.org
or fax it to 011 321 5565. Remember to put your shareholder number in the subject heading of the email or on the cover page of the fax. The deposit will then be manually allocated to your trading account and you will be notified thereof by SMS or email.
2.8 How much money should I deposit into the TWK Agriculture holdings Proprietary Limited bank account?
That depends entirely on the funds you have available to spend and the number of shares you wish to buy. There is a “share purchase calculator tool” available on the online OTC facility at www.twkshares.com that will assist you in estimating the deposit required based on your specification, that will include the transactions costs and applicable taxes.
2.9 What are the bank account details for the TWK Agriculture Holdings Proprietary Limited OTC bank account?
You may request the bank account details for TWK Agriculture Holdings Proprietary Limited OTC from the call centre on 011 321 5565 after you have been successfully identified and verified in terms of FICA.
2.10 Can I approach a potential seller directly and negotiate a share price?
Yes, you can. Please be aware though that because you are not using the OTC facility, you may transact at a value which is different from the OTC market value. You will probably also face an administrative burden in terms of documentation which you need to supply as well as the payment of taxes, so the transaction may not be processed as quickly as a transaction which is processed on the OTC facility.
3. SELLING SHARES
3.1 How can I sell shares?
No taxes are deducted automatically as part of the selling process. Sellers are liable in their personal capacity to pay tax on the gain they make and this is subject to either capital gains tax or income tax, depending on the seller’s tax position. The TWK Group is not a tax advisor, so you should seek tax advice in your personal capacity.
The net proceeds of the sale of shares in transferred into your trading account. You can request a withdrawal of the funds in your trading account at any time either via the online OTC facility at www.twkshares.com or via the Call Centre on 011 321 5565.
You can expect to receive the money in your bank account within 3 to 5 working days after your withdrawal request.
Contact the Call Centre on 011 321 5565. All the requirements will be dealt with on an individual basis.
The appointed executor of the deceased estate must contact the Call Centre on 011 321 5565. All the requirements will be dealt with on an individual basis.
A market consist of both buyers and sellers of shares, all of which who have their own opinions on the future value of the shares. The market determines the “market price” of the shares.
The “market price” is the latest price at which willing buyers and sellers have transacted and can be seen online at www.twkshares.com. You can also get the latest price from the Call Centre at 011 321 5565.
Each person will have a different opinion of the “value per share”. We suggest you gather as much information as possible to enable you to calculate for yourself what the shares are really worth.
The different values arise from the market forces in play, and different factors affect the market value per share. The lack of sellers or buyers could probably lead to an increase or a decrease in the “market price” of the shares. This is similar to the economic effect of “supply and demand”.