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Fraction Rate Announcement
PBT Group Limited
(Formerly Prescient Limited)
(Incorporated in the Republic of South Africa)
Registration number 1936/008278/06
JSE Share Code: PBG
ISIN Code: ZAE000256319
(“PBT”)
FRACTION RATE ANNOUNCEMENT
Shareholders are referred to the circular dated 23 March 2018 and the supplementary circular dated
28 August 2018 wherein they advised that the Share Consolidation would be on the basis of one
consolidated PBT Share for every 10 PBT Shares held prior to the Share Consolidation.
The Share Consolidation was subject to the approval of PBT shareholders and the subsequent
amendment of the MOI being filed with the CIPC, as contemplated in section 16(9) of the Companies
Act. The PBT shareholders have approved the special resolution and the amended MOI has now
been filed with CIPC.
In implementing the consolidation, PBT is required by the JSE to apply the rounding principle that a
shareholder becoming entitled to a fraction of a share arising from the consolidation (“fractional
entitlement”) will be rounded down to the nearest whole number, resulting in the allocation of
whole PBT shares and a cash payment for the fraction (the “cash payment”). The value of such cash
payment will be the volume weighted average traded price per PBT share less 10% calculated on the
first day of trade after the last day to trade in order to participate in the consolidation. The value of
such cash payment will be announced on SENS on the second day of trade after the last day to trade
in order to participate in the consolidation.
To the extent that a shareholder held PBT shares as capital assets (not as trading stock as defined in
section 1 of the Income Tax Act no. 58 of 1962 (“Income Tax Act”)), the cash payment will be
regarded as capital in nature. The cash payment less the base cost allocated to the relevant fraction
of PBT shares will accordingly be subject to capital gains tax in terms of the applicable provisions of
the Eighth Schedule to the Income Tax Act. To the extent that a shareholder held the shares as
trading stock as defined in section 1 of the Income Tax Act, the cash payment will be regarded as
revenue in nature. The cash payment less the expenditure allocated to the relevant fraction of the
PBT shares will accordingly be taxed as normal income in terms of the applicable provisions of the
Income Tax Act.
The above is a general description of certain aspects of current South African tax considerations
applicable to the receipt of the cash payment. It does not purport to be a complete analysis of all
South African tax considerations applicable to the shareholders. Shareholders should consult their
own tax advisers as to the application of the general principles set out herein to their specific
circumstances. This summary is based upon the law as in effect on the date of this announcement
and is subject to any change in law that may take effect after such date.
The fraction rate is 11.69901 cents per share. In accordance with the requirements of the JSE
Limited, this amount has been determined with reference to the weighted average price of a PBT
share traded on the JSE on Tuesday, 30 October 2018, discounted by 10%. The gross amount of the
cash payment per fractional entitlement will be paid to PBT shareholders entitled thereto. There will
be no withholding tax applicable.
1 November 2018
Cape Town
Sponsor: Bridge Capital Advisors Proprietary Limited
Date: 01/11/2018 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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