JSE LIMITED - Tax implications of the offer to Sable shareholders

Tax implications of the offer to Sable shareholders

SABLE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/010636/06)
JSE share code: SBL ISIN: ZAE000006383
(“Sable” or “the Company”)



TAX IMPLICATIONS OF THE OFFER TO SABLE SHAREHOLDERS


Sable shareholders are referred to the circular sent to shareholders (“the circular”) and the announcements
released on SENS on 18 June 2013 and 16 August 2013 in respect of an offer made by the Company to
Sable shareholders to purchase all Sable shareholders’ shares in the Company in terms of section 48 of the
Companies Act, 2008 (“the Companies Act”) for an offer price of R28.00 per Sable share (“the offer”) to
be effected by way of a scheme of arrangement in terms of section 114 of the Companies Act and the
subsequent delisting of all Sable shares from the AltX board of the JSE Limited.

Sable shareholders are referred to paragraph 3.15 of the circular which sets out the tax implications of the
offer on shareholders, as follows:

-    the offer price of R28.00 per share will be funded out of contributed tax capital of R5.60470 per share
     and reserves of R22.39530 per share;

-    to the extent the offer price is paid out of reserves it will constitute a dividend in terms of paragraph
     (b) of the definition of “dividend” contained in section 1 of the Income Tax Act No. 58 of 1962 (as
     amended);

-    the South African dividends tax rate is 15%;

-    the gross dividend portion per share acquired by Sable pursuant to the offer is R22.39530 per share
     for shareholders exempt from paying the dividends withholding tax;

-    the net dividend portion per share acquired by Sable pursuant to the offer is R19.03601 for
     shareholders liable to pay the dividends withholding tax;

-    Sable’s issued share capital is 9 967 400 ordinary shares of 50 cents each; and

-    Sable’s tax reference number is 9450/106/71/2.


3 September 2013


Designated advisor


Java Capital

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