PSG GROUP LIMITED - Thembeka Capital (RF) Limited (Thembeka) Shareholders Calculation Of Base Cost

Thembeka Capital (RF) Limited (“Thembeka”) Shareholders – Calculation Of Base Cost

PSG Group Limited
Incorporated in the Republic of South Africa
Registration number: 1970/008484/06
Share code: PSG
ISIN code: ZAE000013017
(“PSG Group”)

THEMBEKA CAPITAL (RF) LIMITED (“THEMBEKA”) SHAREHOLDERS –
CALCULATION OF BASE COST

Effective 12 January 2015, PSG Group acquired all the ordinary
shares in Thembeka, not already held by PSG Group or its
subsidiaries, by way of a scheme of arrangement in terms of
section 114 of the Companies Act, 2008 (“the Scheme”).

In terms of the Scheme, Thembeka shareholders were issued and
received 1,7 JSE-listed PSG Group ordinary shares for each
unlisted Thembeka ordinary share held.

For capital gains tax purposes, based on tax advice obtained,
the base cost of a Thembeka shareholder’s investment in unlisted
Thembeka ordinary shares will be retained for its JSE-listed PSG
Group ordinary shares. Accordingly, in order to determine the
revised equivalent base cost per PSG Group ordinary share
received in terms of the Scheme, a Thembeka shareholder should
divide the original base cost per Thembeka ordinary share held
by 1,7.

For illustration purposes only, an example of the aforementioned
treatment is set out below:

Shareholder A previously acquired 1 000 ordinary shares in
Thembeka at a total cost of R100 000. Shareholder A’s base cost
per Thembeka ordinary share was therefore R100. Pursuant to the
Scheme, shareholder A received 1 700 [1 000 x 1,7] ordinary
shares in PSG Group. Accordingly, shareholder A’s equivalent
base cost per PSG Group ordinary share received would amount to
R58,82 [R100 ÷ 1,7].

Notwithstanding the aforesaid, Thembeka shareholders are advised
to obtain independent tax advice in respect of the PSG Group
ordinary shares obtained pursuant to the Scheme.

22 January 2015
Stellenbosch

Sponsor
PSG Capital

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