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NICTUS BEPERK - South African taxation considerations regarding the unbundling of shares in Nictus Holdings Limited

Release Date: 09/10/2012 13:35
Code(s): NCS     PDF:  
Wrap Text
South African taxation considerations regarding the unbundling of shares in Nictus Holdings Limited

 Nictus Limited
 (Incorporated in the Republic of South Africa)
 (Registration number 1981/001858/06)
 JSE Share code: NCS
 NSX Share code: NCT
 ISIN Code NA0009123481
 ("Nictus" or "the Company")



    South African taxation considerations regarding the unbundling of shares in Nictus Holdings
                                                  Limited




1          Introduction

Nictus shareholders (“Shareholders”) are referred to the circular which was distributed to
Shareholders on Wednesday, 1 August 2012 and which included details, inter alia, of the proposed
distribution of all the ordinary shares (“Nictus Namibia Shares”) that Nictus holds in Nictus Holdings
Limited to Shareholders, in the entitlement ratio of 1:1, in terms of section 46 and section 112 read
together with sections 115 and 164 of the South African Companies Act, 2008, as amended and in
accordance with the relevant South African and Namibian taxation regulations (“Unbundling”).

The distribution of the Nictus Namibia Shares by Nictus, in terms of the Unbundling, does not meet
the specific unbundling provisions set out in section 46 of the South African Income Tax Act.
Therefore, normal tax principles must be applied to determine the tax implications of the Unbundling
on Shareholders.

The purpose of this announcement is to advise Shareholders of the capital gains tax (“CGT”) base
cost of the Nictus Namibia Shares received as a result of the Unbundling and the Nictus ordinary
shares subsequent to the Unbundling.

Shareholders are advised to seek their own advice regarding taxation in respect of the Unbundling.

2          CGT base cost

A CGT base cost for the Nictus Namibian Shares will be established in the hands of Shareholders
and will be equal to the amount of the dividend received by each Shareholder. The value of the total
dividend distributed by Nictus will be calculated, for accounting purposes, as at 31 August 2012
which is the effective date of the Unbundling and will be disclosed in the interim results for the six
months ended 30 September 2012 which are expected to be published on SENS on or about 3
December 2012.

The CGT base cost of the Nictus ordinary shares remains unchanged in the hands of the
Shareholders subsequent to the Unbundling.


Johannesburg
9 October 2012

Corporate advisor, sponsor and joint tax advisor            Namibian legal advisors
KPMG Services (Pty) Ltd                                     Theunissen, Louw & Partners

South African legal advisors and joint tax advisor          Namibian sponsor
Webber Wentzel                                              Simonis Storm Securities (Pty) Ltd
                                                            (Member of the NSX)

Reporting accountants and auditors                          Independent expert
KPMG Inc.                                                   Mazars Corporate Finance (Pty) Ltd

Date: 09/10/2012 01:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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