- December 10, 2014
- Posted by: admin
- Category: SENS Announcements
CI ordinary shareholders (“HCI Shareholders”) are referred to the SENS announcement dated Wednesday, 19 November 2014 (the “Announcement”) relating to the unbundling of HCI’s ordinary shares in Montauk Holdings Limited (“Montauk”) to HCI Shareholders (“the Unbundling”) in the ratio of 120.03411 Montauk ordinary shares (“Montauk Shares”) for every 100 HCI ordinary shares (“HCI Shares”) held on Friday, 5 December 2014 (“Record Date”).
The Unbundling amounts to a distribution in specie in terms of section 46 of the South African Income Tax Act, 1962 (Act 58 of 1962) (“the Act”), as amended.
The purpose of this announcement is to advise HCI shareholders of:
• the closing prices of both the HCI Shares and the Montauk Shares on 8 December 2014; and
• the cost apportionment ratio in which the expenditure incurred and/or the valuation of HCI Shares must be apportioned between the Montauk Shares received in terms of the Unbundling and the HCI Shares for South African taxation purposes (the “Apportionment Ratio”).
Shareholders are referred to the Announcement and the Montauk pre-listing statement dated 19 November 2014 for the summaries of the tax implications of the Unbundling.
2. Apportionment Ratio
HCI Shareholders are advised that the Apportionment Ratio, based on the relative market values of the Montauk Shares and the HCI Shares at the close of business on 8 December 2014, is as follows:
Entitlement Closing price on Apportionment
ratio 8 December 2014 Ratio
HCI Shares 100.00000 15,295 96.22420%
Montauk Shares 120.03411 500 3.77580%
The Apportionment Ratio for purposes of Section 46 of the Act is 96.22420% relating to an HCI Share and 3.77580% relating to a Montauk Share, based on the closing share prices of an HCI Share and a Montauk Share on the JSE on Monday, 8 December 2014, being the date of the Unbundling, of R152.95 and R5.00 respectively.
The Apportionment Ratio is to be used, after the Unbundling, to apportion the expenditure incurred and/or valuation in respect of an HCI Share held. The expenditure must be apportioned between the HCI Share held after the Unbundling and the Montauk Share received in terms of the Unbundling for the purposes of determining the profits or losses, of a capital or trading nature, derived from any future disposal of the HCI Share or Montauk Share. A summary of the South African tax considerations relating to the Unbundling is set out in the Announcement and the Montauk pre-listing statement dated 19 November 2014. Holders of HCI Shares are, however, advised in all circumstances to seek their own advice regarding the taxation implications of the Unbundling.
This announcement is not intended to be a complete analysis of the tax implications of the Unbundling. It is not intended to be, nor should it be considered to be, legal or tax advice. HCI Shareholders should therefore, consult their own tax advisers on the tax consequences of the Unbundling in both South Africa and their jurisdiction of residence, for which neither Montauk, HCI nor their advisers will be held responsible.