RECM AND CALIBRE LIMITED - Apportionment of Tax Cost in respect of the Distribution in specie of 90.1% of RACs shareholding in Astoria

Apportionment of Tax Cost in respect of the Distribution in specie of 90.1% of RAC’s shareholding in Astoria

RECM and Calibre Limited
Incorporated in the Republic of South Africa)
Registration number 2009/012403/06)
Preference share code: RACP
ISIN: ZAE000145041
(“RAC” or "the Company”)

APPORTIONMENT OF TAX COST IN RESPECT OF THE DISTRIBUTION IN SPECIE OF 90.1% OF
RAC’S SHAREHOLDING IN ASTORIA INVESTMENTS LTD TO RAC SHAREHOLDERS

1.   Introduction

     Shareholders are referred to the declaration and finalisation announcement published on SENS
     by RAC on 24 March 2021 (“the Announcement”), wherein shareholders were advised of the
     details pertaining to the proposed distribution of 51 150 000 Astoria Investments Ltd (“Astoria”)
     shares (“the Distribution Shares”) by RAC to its shareholders in the ratio of one Astoria share for
     every one RAC participating preference share or ordinary share (both a “RAC Share”) held on the
     distribution record date (“the Distribution”).

     The Distribution, which was made out of the contributed tax capital of RAC, was finalised on
     Monday, 19 April 2021.

2.   Deemed base cost or expenditure apportionment

     The Distribution Shares were held by RAC on capital account. In accordance with the eighth
     schedule to the Income Tax Act, No 58 of 1962 (“the Income Tax Act”), Shareholders will be
     deemed to have acquired the Distribution Shares for an amount equal to the market value thereof
     on the date of the Distribution for purposes of determining the base cost thereof.

     Shareholders are notified that the deemed expenditure or base cost in respect of the Distribution
     Shares they received is 390 cents per Distribution Share (“the Base Cost Apportionment
     Amount”), which was the closing market value of the Astoria Shares on the JSE Limited on
     Monday, 19 April 2021.

     The base cost of each RAC Share held by Shareholders that qualified for the Distribution will need
     to be reduced by the Base Cost Apportionment Amount.

     Shareholders are advised to seek independent advice in relation to the potential tax implications
     regarding their future holding and/or disposal of their RAC Shares or Distribution Shares, with
     reference to their relevant circumstances and applicable legislation at the time.

     Shareholders who are not a ‘resident’ as defined in the Income Tax Act are advised to consult their
     own professional advisors to ascertain the South African tax treatment and the tax treatment of the
     Distribution in their country of tax residence, having regard inter alia to any applicable agreement
     between South Africa and their country of tax residence.


Cape Town
20 April 2021

Sponsor
Questco Corporate Advisory (Pty) Ltd

Date: 20-04-2021 08:17:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
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.