IMPERIAL HOLDINGS LIMITED - Apportionment of Tax Cost for South African Tax purposes in respect of the unbundling Of Motus Holdings Limited

Apportionment of Tax Cost for South African Tax purposes in respect of the unbundling Of Motus Holdings Limited

Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021048/06)
Share code: IPL
ISIN: ZAE000067211
(“Imperial” or “the Company”)

APPORTIONMENT OF TAX COST FOR SOUTH AFRICAN TAX PURPOSES IN
RESPECT OF THE UNBUNDLING OF MOTUS HOLDINGS LIMITED (“MOTUS”)

1. Introduction

   Shareholders of Imperial (“Shareholders”) are referred to the finalisation announcement
   relating to the unbundling of Motus and the name change of Imperial Holdings Limited to
   Imperial Logistics Limited, released on the Stock Exchange News Service (“SENS”) of the
   JSE Limited (“JSE”) on 14 November 2018 (“the Unbundling”) and the listing of MOTUS
   on the main board of the JSE on Thursday, 22 November 2018 (“the Listing”).

   Shareholders are hereby advised that the Unbundling was implemented in terms of section
   46 of the Companies Act No 71 of 2008 and section 46 of the Income Tax Act No 58 of
   1962 (“Income Tax Act”).

   The purpose of this announcement is to notify Shareholders of the apportionment ratio to
   be applied in determining the portion of their existing expenditure and/or market value (if
   relevant) in their Imperial ordinary shares to be allocated to the unbundled MOTUS
   ordinary shares whilst the balance of their existing expenditure and/or market value (if
   relevant) will remain attributable to the retained Imperial ordinary shares.

2. Apportionment tax principles

   Shareholders are required to allocate their expenditure and/or market value (if relevant) in
   their Imperial ordinary shares held immediately before the Unbundling between the
   MOTUS ordinary shares received pursuant to the Unbundling and the Imperial ordinary
   shares held after the Unbundling.

   Imperial ordinary shares held as trading stock: Any Imperial Shareholder holding Imperial
   ordinary shares as trading stock will be deemed to acquire the unbundled MOTUS ordinary
   shares as trading stock. The combined expenditure of such Imperial and MOTUS ordinary
   shares will be the amount taken into account by the Shareholder in respect of those
   Imperial 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 combined expenditure to be allocated to
   the unbundled MOTUS ordinary shares will be determined by applying the ratio that the
   market value of the MOTUS ordinary shares bears to the sum of the market value of
   Imperial and MOTUS ordinary shares at the end of the date of Unbundling, being
   Thursday, 22 November 2018. The expenditure so allocated to the unbundled MOTUS
   ordinary shares will reduce the expenditure relating to the Imperial ordinary shares so
   retained.

   Imperial shares held as capital assets: Any Shareholder holding Imperial ordinary shares
   as capital assets will be deemed to acquire the unbundled MOTUS ordinary shares as
   capital assets. The combined expenditure of such Imperial and MOTUS ordinary shares
   will be the original expenditure incurred in respect of the Imperial ordinary shares, in terms
   of paragraph 20 of the Eighth Schedule to the Income Tax Act, and where the Imperial
   ordinary shares were acquired before October 1 2001, the expenditure and/or market
   value, as the case may be, adopted or determined as contemplated in paragraph 29 of the
   Eighth Schedule to the Income Tax Act. The portion of the above combined expenditure
   to be allocated to the unbundled MOTUS ordinary shares will be determined by applying
   the ratio that the expenditure and/or market value, as the case may be of the MOTUS
   ordinary shares bears to the sum of the expenditure and/or market value, as the case may
   be, of Imperial and MOTUS ordinary shares at the end of the date of Unbundling, being
   Thursday, 22 November 2018. The expenditure and market value, as the case may be,
   so allocated to the unbundled MOTUS ordinary shares will reduce the expenditure and
   market value of the Imperial ordinary shares that are retained.

   Shareholders are advised to consult their own professional tax advisors should they have
   any queries regarding the taxation consequences of the Unbundling and the calculation of
   their costs for taxation purposes.


3. Apportionment ratio

   Shareholders are hereby advised that the expenditure and market value, as the case may
   be, of their Imperial ordinary shares as referred to above must be apportioned in the ratio
   of 40.39941% to an Imperial ordinary share held after the Unbundling and 59.60059% to
   an unbundled MOTUS ordinary share (“Apportionment Ratios”).

   The Apportionment Ratios are based on the closing price of R57.25 per Imperial ordinary
   share and R84.46 per MOTUS ordinary share on Thursday, 22 November 2018, being the
   Unbundling date.

   Johannesburg
   23 November 2018




Joint financial advisor and transaction              Legal advisers as to South African
sponsor                                                                             law
The Standard Bank of South Africa Limited                          Bowman Gilfillan Inc.
                                                      Tugendhaft Wapnick Banchetti and
                                                                               Partners
Joint financial advisor
J.P. Morgan Chase Bank                                       Legal advisers as to US law
                                                      Freshfields Bruckhaus Deringer LLP

Independent reporting accountants and                                 Independent Expert
auditors
Deloitte & Touche                                      PricewaterhouseCoopers Corporate
                                                                               Finance

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