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Confirmation of Clean-Out Distribution amount
LIBERTY TWO DEGREES LIMITED LIBERTY GROUP LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2018/388906/06) (Registration number 1957/002788/06)
(Approved as a REIT by the JSE) ("LGL")
Share code: L2D ISIN: ZAE000260576
("L2D")
CONFIRMATION OF CLEAN-OUT DISTRIBUTION AMOUNT
Unless otherwise defined in this announcement, words and expressions contained herein shall have the
same meanings as assigned to them in the combined circular distributed to L2D Shareholders on 25 August
2023 and made available on the L2D website at www.liberty2degrees.co.za.
1. INTRODUCTION
L2D Shareholders are referred to the Firm Intention Announcement released by L2D and LGL on SENS
on Thursday, 27 July 2023 and the Circular regarding the proposed Scheme between L2D and the L2D
Shareholders, in terms of which LGL will acquire all the issued L2D Shares not already owned by LGL,
excluding L2D Shares held by Liberty Holdings Limited (being the sole shareholder of LGL) and its
Subsidiaries.
It is anticipated that the outstanding Scheme Conditions will be fulfilled by 31 October 2023.
2. L2D CLEAN-OUT DISTRIBUTION AMOUNT AND TAX IMPLICATIONS
Subject to the Scheme becoming unconditional by 31 October 2023, L2D has approved and declared
a Clean-Out Distribution from income of 8.42 cents per L2D Share for the period commencing on 1 July
2023 and ending on 30 September 2023 as described in the Circular, payable to L2D Shareholders
registered as such at the close of business on Friday, 10 November 2023.
In accordance with L2D's status as a REIT, L2D Shareholders are advised that the Clean-Out
Distribution meets the requirements of a "qualifying distribution" for the purposes of section 25BB of
the Income Tax Act.
The Clean-Out Distribution on the L2D Shares will be deemed to be a dividend, for South African tax
purposes, in terms of section 25BB of the Income Tax Act. The Clean-Out Distribution received by or
accrued to South African tax residents must be included in the gross income of such L2D Shareholders
and will not be exempt from income tax (in terms of the exclusion to the general dividend exemption,
contained in paragraph (aa) of section 10(1)(k)(i) of the Income Tax Act) because it is a distribution by
a REIT. This Clean-Out Distribution is, however, exempt from dividend withholding tax in the hands of
South African tax resident L2D Shareholders, provided that the South African resident L2D
Shareholders provide the following forms to their CSDP or Broker, as the case may be, in respect of
Dematerialised Shares, or L2D, in respect of Certificated Shares:
- a declaration that the Clean-Out Distribution is exempt from dividends tax; and
- a written undertaking to inform the CSDP, Broker or L2D, as the case may be, should the
circumstances affecting the exemption change or should the beneficial owner cease to be the
beneficial owner, both in the form prescribed by the Commissioner for the South African
Revenue Service. L2D Shareholders are advised to contact their CSDP, Broker or L2D, as the
case may be, to arrange for the abovementioned documents to be submitted prior to
payment of the Clean-Out Distribution, if such documents have not already been submitted.
Distributions received by non-resident L2D Shareholders will not be taxable as income and instead
will be treated as an ordinary dividend which is exempt from income tax in terms of the general
dividend exemption in section 10(1)(k)(i) of the Income Tax Act.
Assuming dividend withholding tax will be withheld at a rate of 20%, unless the rate is reduced in
terms of any applicable agreement for the avoidance of double taxation (DTA) between South Africa
and the country of residence of the L2D Shareholder, the net Clean-Out Distribution amount due to
non-resident L2D Shareholders is 6.73600 cents per L2D Share. A reduced dividend withholding rate
in terms of the applicable DTA may only be relied on if the non-resident L2D Shareholder has provided
the following forms to their CSDP or Broker, as the case may be, in respect of Dematerialised Shares,
or to L2D, in respect of Certificated Shares:
- a declaration that the Clean-Out Distribution is subject to a reduced rate as a result of the
application of a DTA; and
- a written undertaking to inform their CSDP, Broker or L2D, as the case may be, should the
circumstances affecting the reduced rate change or should the beneficial owner cease to be the
beneficial owner, both in the form prescribed by the Commissioner for the South African Revenue
Service. Non-resident L2D Shareholders are advised to contact their CSDP, Broker or L2D, as the
case may be, to arrange for the abovementioned documents to be submitted prior to payment of
the Clean-Out Distribution if such documents have not already been submitted, if applicable.
Local tax resident L2D Shareholders as well as non-resident L2D Shareholders are encouraged to
consult their professional advisors should they be in any doubt as to the appropriate action to take.
L2D Shares in issue at the date of this announcement: 908 443 334, inclusive of 42 791 106 treasury
shares
L2D income tax reference number: 9178869237
The Clean-Out Distribution and the Scheme remain subject to the fulfilment of certain of the Scheme
Conditions, the last of which is expected to be fulfilled by no later than 31 October 2023. The salient
dates and times as published in the Circular remain unchanged, save for the finalisation
announcement which is expected to be released by no later than 31 October 2023.
3. RESPONSIBILITY STATEMENTS
The L2D Board (to the extent that the information relates to L2D) collectively and individually accept
responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to L2D is true and this
announcement does not omit anything that is likely to affect the importance of such information.
The LGL Board (to the extent that the information relates to LGL) collectively and individually accept
responsibility for the information contained in this announcement and certify that to the best of their
knowledge and belief, the information contained in this announcement relating to LGL is true and this
announcement does not omit anything that is likely to affect the importance of such information.
Johannesburg
24 October 2023
Financial adviser and Transaction sponsor to L2D
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal adviser to L2D
Werksmans Attorneys
Lead financial adviser to LGL
Java Capital Proprietary Limited
Co-adviser to LGL
The Standard Bank of South Africa Limited
Legal adviser to LGL
Webber Wentzel
Independent Expert
Mazars Corporate Finance Proprietary Limited
L2D Investor Relations
Sumenthree Moodley
Contact number: 011 358 9171
Date: 24-10-2023 03:29:00
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