ASTRAPAK LIMITED - Apportionment of Expenditure for South African Tax Purposes in Respect of the Unbundling

Apportionment of Expenditure for South African Tax Purposes in Respect of the Unbundling

ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APK      ISIN: ZAE000096962
Share code: APKP ISIN: ZAE000087201
(“Astrapak” or “the Company”)


APPORTIONMENT OF EXPENDITURE FOR SOUTH AFRICAN TAX PURPOSES IN RESPECT OF
THE UNBUNDLING OF THE SHARES IN MASTER PLASTICS TO ASTRAPAK SHAREHOLDERS


1.   INTRODUCTION

     Astrapak Shareholders are referred to:

     1.1     the following announcements released on SENS:

             -   the joint firm intention announcement dated 15 December 2016 regarding, inter alia:

                 o   the Offer by RPC to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary
                     Shares, excluding the 12 837 424 Treasury Shares and 1 258 594 Astrapak Ordinary Shares
                     held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, as well as
                     the voluntary repurchase by Astrapak of all of the Preference Shares in issue from the holders
                     thereof, both by way of schemes of arrangement in terms of section 114 of the Companies
                     Act proposed by the Astrapak Board to the Astrapak Shareholders; and

                 o   the unbundling of all the shares in Master Plastics to Astrapak Ordinary Shareholders by way
                     of a distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act and section 46
                     of the Income Tax Act (the “Unbundling”), and the separate listing of the issued shares of
                     Master Plastics on the AltX (the “Listing”), both of which were subject to the passing of all the
                     resolutions that were to be voted upon in terms of the circular to Astrapak Shareholders
                     (“Circular”);

             -   the results of the General Meeting of Astrapak Shareholders, the Preference Share Scheme
                 Meeting and the Ordinary Share Scheme Meeting announcement dated 12 May 2017 confirming
                 all resolutions were duly passed at the meetings and consequently that the Unbundling and Listing
                 have become unconditional; and

     1.2      the Circular distributed to Astrapak Shareholders on 7 April 2017.

     Terms defined in the aforementioned announcements and in the Circular shall, unless otherwise stated, bear
     the same meaning in this announcement.

     The purpose of this announcement is to notify Astrapak Shareholders of the apportionment percentage to be
     applied by Astrapak Ordinary Shareholders to determine the amount of the expenditure or base cost (as
     applicable) for their Astrapak Ordinary Shares to be allocated to the unbundled Master Plastics Shares and
     the amount by which the expenditure or base cost (as applicable) for their Astrapak Ordinary Shares should
     be reduced.

2.   APPORTIONMENT TAX PRINCIPLES

     Astrapak Ordinary Shares held as trading stock:

     Any Astrapak Ordinary Shareholder holding Astrapak Ordinary Shares as trading stock will be deemed to
     have acquired the unbundled Master Plastics Shares as trading stock. The expenditure of such Astrapak
     Ordinary Shares for purposes of the apportionment will be the amount originally taken into account by the
     Astrapak Ordinary Shareholder in respect of those Astrapak Ordinary Shares, as contemplated in section
     11(a), section 22(1) or section 22(2) of the Income Tax Act.

     The portion of the above expenditure to be allocated to the unbundled Master Plastics Shares is determined
     by applying the ratio that the market value of the Master Plastics Shares bears to the sum of the market
     value of Astrapak Ordinary Shares and Master Plastics Shares at the end of the day of the Unbundling,
     being 24 May 2017 ("Unbundling Date") to such expenditure. The expenditure so allocated to the
     unbundled Master Plastics Shares will reduce the expenditure relating to the Astrapak Ordinary Shares.

     Astrapak Ordinary Shares held as capital assets:

     Any Astrapak Ordinary Shareholder holding Astrapak Ordinary Shares as capital assets will be deemed to
     have acquired the unbundled Master Plastics Shares as capital assets. The base cost of such Astrapak
     Ordinary Shares for purposes of the apportionment will be the original expenditure incurred in respect of
     the Astrapak Ordinary Shares, in terms of paragraph 20 of the Eighth Schedule to the Income Tax Act, and
     where the Astrapak Ordinary Shares were acquired before 1 October 2001, the market value on valuation
     date adopted or determined as contemplated in paragraph 29 of the Eighth Schedule to the Income Tax
     Act.

     The portion of the above base cost to be allocated to the unbundled Master Plastics Shares is determined
     by applying the ratio that the market value of the Master Plastics Shares bears to the sum of the market
     value of Astrapak Ordinary Shares and Master Plastics Shares at the end of the day of the Unbundling
     Date to such base cost. The base cost so allocated to the unbundled Master Plastics Shares will reduce
     the base cost of the Astrapak Ordinary Shares.

     Astrapak Ordinary Shareholders are advised to consult their own tax advisors should they have any queries
     regarding the taxation consequences of the Unbundling and the calculation of their expenditure and / or
     base cost (as applicable) of the Astrapak Ordinary Shares and Master Plastics Shares for taxation
     purposes.

3.   APPORTIONMENT RATIO

     Astrapak Ordinary Shareholders are hereby advised that 9.54% of the expenditure and / or base cost (as
     applicable) of each Astrapak Ordinary Share must be allocated to each Master Plastics Share and the
     expenditure and / or base cost (as applicable) to each Astrapak Ordinary Share reduced by such amount.
     The Apportionment Ratios are based on the closing price of R7.30 per Astrapak Ordinary Share and R0.77
     per Master Plastics Share at the end of the day of Unbundling Date.


Johannesburg
25 May 2017

Corporate Advisor and Transaction Sponsor to Astrapak
Merchantec Capital

Legal Advisor and Tax Advisor to Astrapak
Webber Wentzel

Date: 25/05/2017 12:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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