TRADEHOLD LIMITED - Tradehold\Mettle - Tax apportionment and market value in respect of the Tradehold distribution in specie

Tradehold\Mettle - Tax apportionment and market value in respect of the Tradehold distribution in specie

 Tradehold Limited                                   Mettle Investments Limited
 Incorporated in the Republic of South Africa        (formerly Mettle Investments Proprietary
 (Registration number 1970/009054/06)                Limited)
 Incorporated in the Republic of South Africa        (Registration number: 2008/002061/06)
 Share code: TDH                                     Incorporated in the Republic of South Africa
 ISIN: ZAE000152658                                  Share code: MLE
 ("Tradehold")                                       ISIN: ZAE000257622
                                                     ("Mettle Investments")



TAX APPORTIONMENT AND MARKET VALUE IN RESPECT OF THE TRADEHOLD DISTRIBUTION IN SPECIE

Shareholders of Tradehold and Mettle Investments (“Shareholders”) are referred to the
announcements released on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”)
on 14 May 2018, in respect of the separation of Tradehold’s financial services’ businesses from its
property businesses into Mettle Investments, the listing of all the issued shares of Mettle Investments
(“Mettle Investments Shares”) on the Alternative Stock Exchange of the JSE (“the Listing”) and
subsequent distribution of Mettle Investments Shares held by Tradehold to its shareholders (“the
Distribution”).

As detailed in the Mettle Investments pre-listing statement dated 14 May 2018, the Distribution will not
qualify as an “unbundling transaction” as envisaged in section 46 of the Income Tax Act, No 58 of
1962 (“the Income Tax Act”) and will constitute a “foreign dividend” as defined in section 1 of the
Income Tax Act. Accordingly, Tradehold shareholders that are subject to South African Income Tax
will:
      - be required to include the “foreign dividend” in their gross income for South African income
        tax purposes, but may claim an exemption for all or part of the foreign dividend depending on
        their particular facts and circumstances;
      - obtain the Mettle Investments Shares at a base cost equal to the market value of the Mettle
        Investments Shares on the date of the Distribution, if the Mettle Investments Shares are
        acquired and held by the Tradehold Shareholders as a long term investment on capital
        account and not with the intention to hold or dispose thereof as part of a scheme of profit
        making and/or as trading stock (“the Base Cost”); and
      - should not be liable for any dividends tax in respect of the Distribution.

The purpose of this announcement is to advise Shareholders of:
      - the market value of a Mettle Investments Share for South African tax purposes; and
      - the apportionment of the expenditure incurred by Shareholders between the Mettle
        Investments Shares and the Tradehold shares held at the time of the Distribution.

Market value

Shareholders are further advised that Tradehold has declared a dividend to the value of
R604 389 676, which will be settled through the Distribution of 247 174 375 Mettle Investments
Shares.

The market value of a Mettle Investments Share for the purpose of the Base Cost is 245 cents per
Mettle Investment Share, based on the closing share price per Mettle Investments Share on
Wednesday, 23 May 2018.

Apportionment

As stated above, the Distribution will not qualify as an “unbundling transaction” as envisaged in
section 46 of the Income Tax Act and accordingly there is no apportionment of the expenditure
incurred by Tradehold shareholders in respect of their Tradehold shares.

Tradehold Shareholders are therefore advised that the expenditure incurred in respect of their
Tradehold shares remains unchanged, and that the deemed expenditure in respect of the Mettle
Investment Shares will be equal to the market value of the Mettle Investment Shares, as indicated
above, provided that the Mettle Investments Shares will be acquired and held by the Tradehold
Shareholders as a long term investment on capital account and not with the intention to hold or
dispose thereof as part of a scheme of profit making and/or as trading stock.


Cape Town
24 May 2018

JSE Designated Advisor to Mettle Investments
Questco Corporate Advisory Proprietary Limited

JSE Sponsor to Tradehold
Mettle Corporate Finance Proprietary Limited

Joint financial advisors
Rand Merchant Bank, a division of FirstRand Bank Limited
Mettle Corporate Finance Proprietary Limited

Transaction legal advisors
Cliffe Dekker Hofmeyr Inc.

Joint independent reporting accountants
PricewaterhouseCoopers Inc.

Joint independent reporting accountants
BDO Cape Incorporated


Date: 24/05/2018 10:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.