Imperial Holdings Ltd - Proposed Amendment to the Terms of the Preference Shares With Respect to the Introduction of Dividends Tax

Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1946/021048/06
Ordinary share code IPL ISIN ZAE000067211
Preference share code IPLP ISIN ZAE000088076
(Imperial or the Company)


PROPOSED AMENDMENT TO THE TERMS OF THE PREFERENCE SHARES
WITH RESPECT TO THE INTRODUCTION OF DIVIDENDS TAX
Introduction


Shareholders are advised that the Company proposes, subject to obtaining the requisite
shareholder approval, to amend the terms of the non-redeemable, non-participating preference
shares with a par value of four cents each in the share capital of Imperial (Preference Shares).
The amendments will take account of the amendments to the Income Tax Act (Acts 58 of 1962)
relating to the introduction of Dividends Tax. The recent developments in the tax regime have
resulted in the introduction of the new dividend withholding tax, namely Dividends Tax, which has
replaced Secondary Tax on Companies (STC) with effect from 1 April 2012. These
developments have had an impact on the terms of the Preference Shares and as a result, the
Company has considered appropriate to amend certain terms for the Preference Shares.

Proposed Amendments


The proposed amendments to the terms of the Preference Shares will increase the preference
dividend rate from 75 percent of the Prime Rate to 82.5 percent of the Prime Rate. The increase
approximates to the potential benefit to the Company resulting from the abolition of STC. These
amendments will apply to dividends declared and paid on Preference Shares on or after 1 April
2012, the date on which Dividends Tax became effective. The preference dividend payable on 1
October 2012 for the dividend period 26 December 2011 to 25 June 2012 will thus be increased
to 82.5 percent of the Prime Rate.

Notice of General Meetings


A notice of preference shareholders general meeting and notice of combined general meeting of
preference shareholders and Imperial ordinary shareholders containing, inter alia, the resolution
to be passed by shareholders in respect of the proposed amendment, will be posted to
shareholders on or about 16 July 2012.

Company Secretary
RA Venter
Bedfordview

11 July 2012

Sponsor
Merrill Lynch South Africa (Pty) Limited

Legal Advisor
Tugendhaft Wapnick Banchetti and Partners (TWB)

Date: 11/07/2012 05:00:00 Supplied by www.sharenet.co.za                     
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