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OPTASIA - Updated United States Taxation Disclosure
Channel VAS Investments Limited
(Incorporated under the laws of the British Virgin Islands)
(Company number: 1750790)
JSE share code: OPA
ISIN code: VGG2072E1016
("Optasia" or the "Company", together with its subsidiaries and affiliate entities the "Group")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
UPDATED UNITED STATES TAXATION DISCLOSURE
THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO ANY PERSON IN ANY
JURISDICTION TO SELL OR ISSUE OR AN OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITY,
NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAW, OR WHERE FURTHER ACTION IS REQUIRED FOR SUCH PURPOSE.
Unless otherwise stated, capitalised terms used in this announcement have the same meaning given
in the pre-listing statement made available on Monday, 20 October 2025 on the Company's website at
www.optasia.com/ipo (the "Pre-listing Statement").
1. Dividends and Dividend Policy
As set out in Part X of the Pre-Listing Statement, the Company does not intend to declare any dividends
for the six-month period ending 31 December 2025, aside from the dividends declared and paid to its
existing Shareholders prior to Admission, or for the year ending 31 December 2026. As such,
prospective investors who intend to participate in the Offer should anticipate receiving dividends from
the Company for the first time in the year ending 31 December 2027.
2. Certain U.S. Federal Income Tax Considerations
Portions of the disclosure set out in the Part XII of the Pre-listing Statement under the heading captioned
"UNITED STATES TAXATION – Certain U.S. Federal Income Tax Considerations" are substituted,
replaced and revised in all respects as set forth below. The United States Taxation disclosure set out
in Part XII of the Pre-Listing Statement is to be construed accordingly:
A. In the section captioned "Distribution on Offer Shares" all paragraphs after the first
paragraph thereof are replaced in their entirety by the following:
"Dividends paid by the Company will not be eligible for the dividends received deduction provided
under the Code for certain U.S. corporate shareholders. We do not currently expect to be treated
as a qualified foreign corporation and therefore dividends paid by us are not expected to qualify for
the preferential tax rates available to U.S. non-corporate shareholders for certain qualified dividend
income. A dividend will be included in a U.S. Holder's income on the date of the U.S. Holder's actual
or constructive receipt of the dividend.
Dividends received with respect to its Offer Shares will be treated as foreign source income for
purposes of determining a U.S. Holder's U.S. foreign tax credit limitation. A U.S. Holder may be
entitled, subject to a number of complex limitations and conditions, including a minimum holding
period requirement, to claim a U.S. foreign tax credit in respect of any foreign income taxes withheld
on dividends received on the Offer Shares. For purposes of the U.S. foreign tax credit limitation,
foreign source income is separated into different "baskets," and the credit for foreign taxes on
income in any basket is limited to the U.S. federal income tax allocable to such income. The
dividends the Company pays for most U.S. Holders should generally constitute "passive category
income." The rules relating to computing foreign tax credits are complex, and Treasury Regulations
impose requirements that must be met for a foreign tax to be creditable, including requirements that
the withholding tax constitutes a "covered withholding tax" imposed on nonresidents in lieu of a
generally applicable tax that satisfies the regulatory definition of an "income tax," which may be
unclear or difficult to determine. IRS notices provide temporary relief from certain of these
requirements if the notice is applied consistently to all foreign taxes paid during the relevant taxable
year until the date that a notice or other guidance withdrawing or modifying the temporary relief is
issued (or any later date specified in such notice or other guidance). U.S. Holders who do not elect
to claim a credit for any foreign income taxes paid during the taxable year may instead claim a
deduction in respect of such foreign income taxes, provided that if such taxes are otherwise
creditable, the U.S. Holder elects to deduct (rather than credit) all otherwise creditable foreign taxes
paid or accrued for the taxable year. U.S. Holders are urged to consult their own tax advisors
regarding the availability of foreign tax credits or deductions with respect to any foreign income
taxes withheld from distributions on the Offer Shares.
The amount of any dividend paid in ZAR will equal the U.S. dollar value of the dividend, calculated
by reference to the exchange rate in effect at the time the dividend is actually or constructively
received by the U.S. Holder, regardless of whether the payment is in fact converted into U.S. dollars
at that time. A U.S. Holder should not recognize any foreign currency gain or loss in respect of such
dividend if such ZAR are converted into U.S. dollars on the date received by the U.S. Holder. If the
ZAR are not converted into U.S. dollars on the date of receipt, however, gain or loss may be
recognised upon a subsequent sale or other disposition of the ZAR. Such foreign currency gain or
loss, if any, will be U.S. source ordinary income or loss. U.S. Holders should consult with their own
tax advisors regarding the treatment of any foreign currency gain or loss if any ZAR received as a
dividend on our Offer Shares are not converted into U.S. dollars on the date of receipt."
B. The section captioned "Sale, Exchange or Other Taxable Disposition of Offer Shares" all
paragraphs after the first paragraph thereof are replaced in their entirety by the following:
"If you are a U.S. Holder, the initial tax basis of your Offer Shares will be the U.S. dollar value of the
ZAR denominated purchase price determined on the date of purchase. If the shares are treated as
traded on an "established securities market," a cash method U.S. Holder, or, if it elects, an accrual
method U.S. Holder, will determine the U.S. dollar value of the cost of such Offer Shares by
translating the amount paid at the spot rate of exchange on the settlement date of the purchase.
With respect to the sale, exchange or other taxable disposition of our Offer Shares for ZAR or any
other foreign currency, the amount realised generally will be the U.S. dollar value of the payment
received determined on (i) the date of receipt of payment in the case of a cash basis U.S. Holder
and (ii) the date of disposition in the case of an accrual basis U.S. Holder. If the Offer Shares are
treated as traded on an "established securities market," a cash method U.S. Holder, or, if it elects,
an accrual method U.S. Holder, will determine the U.S. dollar value of the amount realised by
translating the amount received at the spot rate of exchange on the settlement date of the
disposition. If a U.S. Holder sells or otherwise disposes of Offer Shares in exchange for ZAR or any
other foreign currency, any gain or loss that results from currency exchange fluctuations during the
period from the receipt of the currency until the date that the currency is converted into U.S. dollars
(or otherwise disposed of) generally will be treated as U.S. source ordinary income or loss. U.S.
Holders should consult their tax advisers as to the U.S. federal income tax consequences of the
receipt of Rand or any other foreign currency on the sale or other disposition of Offer Shares.
If foreign income tax is withheld on the sale or other disposition of Offer Shares, the amount realized
by a U.S. Holder will include the gross amount of the proceeds of that sale or other disposition
before deduction of such income tax. Gain or loss, if any, realized upon a sale, exchange or other
taxable disposition of Offer Shares will be treated as having a U.S, source for U.S. foreign tax credit
purposes. Consequently, a U.S. Holder may not be able to use any foreign tax credits arising from
any foreign income tax imposed on the sale, exchange or other taxable disposition of Offer Shares
unless such credit can be applied (subject to applicable limitations) against tax due on other income
treated as derived from foreign sources or unless an applicable treaty provides otherwise. Treasury
regulations may further limit a U.S. Holder's ability to claim a foreign tax credit, depending on the
nature of the non-U.S. tax. U.S. Holders are urged to consult their own tax advisors regarding the
availability of the foreign tax credit under their particular circumstances. A U.S. holder generally will
not be entitled to a credit with respect to any securities transfer tax paid with respect to the
disposition of Offer Shares (as discussed in "—South African Taxation—Securities Transfer Tax")."
Johannesburg
30 October 2025
Transaction Sponsor
The Standard Bank of South Africa Limited
South African Legal Adviser to Optasia
Webber Wentzel
International Legal Adviser to Optasia
Milbank LLP
Independent Auditor
Ernst & Young Middle East (Abu Dhabi Branch)
South African Legal Adviser to the Joint Global Coordinators and Bookrunner
Bowman Gilfillan Inc. t/a Bowmans
International Legal Adviser to the Joint Global Coordinators and Bookrunner
Linklaters LLP
BVI Legal Adviser to Optasia
Walkers (Europe)
Enquiries:
Investor Relations
IR@optasia.com
Media
optasia@brunswickgroup.com
Independent Financial Adviser
Moelis
Will Peters
+44 (0) 20 7634 3730
Alexander Hageman
Joint Global Coordinator, Stabilisation Manager and Sponsor
Standard Bank
Richard Stout
+27 (0)11 344 5725
Natalie Di-Sante
+27 (0)11 721 6125
Joint Global Coordinator
Morgan Stanley
Jako van der Walt
Natasha Sanders
Andrea Rosso
+44 (0) 20 7425 8000
Bookrunner
Investec
Jarrett Geldenhuys
Ashleigh Williams
+27 (0) 11 286 7000
DISCLAIMER
Forward-looking statements
This announcement contains certain forward-looking statements which relate to the Group's possible future actions, including the
Offer and Admission. These forward-looking statements are statements that are not historical facts and may be identified by the
use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by di scussions
of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially
from actual results. All forward-looking statements are solely based on the views and considerations of the Group, and in particular
as at the date hereof. These statements involve risk and uncertainty as they relate to events and depend on circumstance that
may or may not occur in the future. The Group does not undertake to update or revise any of these forward-looking statements
publicly, whether to reflect new information, future events or otherwise. These forward-looking statements have not been reviewed
or reported on by the Group's external auditors.
Each of the Company, the Joint Global Coordinators and the Bookrunner and their respective affiliates as defined under Rule
501(b) of Regulation D of the U.S. Securities Act, expressly disclaims any obligation or undertaking to update, review or rev ise
any forward looking statement contained in this announcement whether as a result of new information, future developments or
otherwise, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of Optasia
to proceed with the Offer or any transaction or arrangement referred to therein.
Important information
The information contained in this announcement is for background purposes only and does not purport to be full or complete. N o
reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairn ess
or completeness. This announcement does not, and is not intended to, constitute or form part of and should not be construed as
any offer for sale or subscription of, or invitation for or solicitation of any offer, to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of, or issue, any security in any jurisdiction, nor shall it or any part of it form the basis of, or be rel ied on in
connection with, any agreement or commitment whatsoever in any jurisdiction, (including, without limitation, S outh Africa,
Australia, Canada, Japan, the United Kingdom, the United States of America (including its territories and possessions, any State
of the United States and the District of Columbia) or any member state of the EEA). The Offer referred to in this announcement
will be implemented pursuant to the Pre-listing Statement. This announcement is not the Pre-listing Statement and does not
contain all of the information required for a Pre-listing Statement prepared in accordance with the relevant disclosure requirements
under the JSE Listings Requirements.
This announcement is not for release, publication, or distribution, directly or indirectly, in or into any jurisdiction outsi de of South
Africa (including, without limitation, Australia, Canada, Japan, the United Kingdom, the United States (including its territories and
possessions, any State of the United States and the District of Columbia) or any member state of the EEA) if such distribution is
restricted or prohibited by, or would constitute a violation of, the relevant laws or regulations of such jurisdiction. If the distribution
of this announcement and any accompanying documentation in or into any jurisdiction outside of South Africa is restricted or
prohibited by, or would constitute a violation of, the laws or regulations of any such jurisdiction, such document is deemed to have
been sent for information purposes only and should not be copied or redistributed. Further, any persons who are subject to th e
laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements or
restrictions. Any failure to comply with the applicable requirements or restrictions may constitute a violation of the securi ties laws
of any such jurisdiction.
The contents of this announcement have not been reviewed by any regulatory authority. This announcement does not take into
account the investment objectives, financial situation or particular needs of any particular person. Further, the contents of this
announcement do not constitute legal advice or purport to comprehensively deal with the legal, regulatory and tax implications of
the Offer for any potential investor. Recipients are accordingly advised to consult their professional advisers about their personal
legal, regulatory and tax positions regarding the matters contained in this announcement.
None of the Company, the Joint Global Coordinators, the Bookrunner, Moelis & Company UK LLP (the "Independent Financial
Adviser") and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees,
advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or
warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this
announcement including but not limited to any investment considerations (or whether any information has been omitted from this
announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.
The Joint Global Coordinators, the Bookrunner and the Independent Financial Adviser are acting exclusively for the Company
and no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the
Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or
other matter referred to herein. This announcement does not constitute and should not be considered as any form of financial
opinion or recommendation by them. None of them provide legal, tax or accounting advice and recipients are strongly advised to
consult their own independent advisers on any legal, tax or accounting issues relating to this announcement.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscri be
for securities (as defined in the South African Companies Act) in South Africa, including an offer to the public for the sale of, or
subscription for, or the solicitation of an offer to buy and/or subscribe for, securities or otherwise and will not be distri buted to any
person in South Africa in any manner that could be construed as an offer to the public in terms of the South African Companies
Act. Accordingly, this announcement does not constitute a "registered prospectus" or an "advertisement" relating to an "offer to
the public", as contemplated by the South African Companies Act. No prospectus has been, or will be, filed with any regulatory
authority, including the South African Companies and Intellectual Property Commission in respect of this information in this
announcement.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended, and should not be construed as an
express or implied recommendation, guide or proposal that the Offer, or the present or future business or investments of the
Group, is appropriate to the particular investment objectives, financial situations or needs of any prospective investor, and nothing
in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in
South Africa.
The Shares mentioned herein have not been, and will not be, registered under the U.S. Securities Act. The Shares may not be
offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registrati on
requirements of the U.S. Securities Act. There will be no public offer of securities in the United States, Canada, Australia and
Japan.
The issue or sale of Shares in the Offer are subject to specific legal or regulatory restrictions in certain jurisdictions. T he Group
assumes no responsibility in the event there is a violation by any person of such restrictions. In the United Kingdom, thi s
communication is being distributed to and is only directed at persons who are "qualified investors" within the meaning of Article
2(e) of Regulation EU 2017/1129 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the
"UK Prospectus Regulation") who are also; (i) investment professionals falling within Article 19(5) of the Order; (ii) high n et worth
entities falling within Article 49(2)(a) to (d) of the Order; and (iii) other persons to whom it may be lawfully communicated (all such
persons in (i), (ii) and (iii) above, together being referred to as "relevant persons"). In the United Kingdom, any invitatio n, offer or
agreement to subscribe for, purchase or otherwise acquire securities.
Date: 30-10-2025 11:22:00
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