Thembeka Capital (RF) Limited (“Thembeka”) Shareholders – Calculation Of Base Cost
 
 
PSG Group Limited
 
Incorporated in the Republic of South Africa
 
Registration number: 1970/008484/06
 
Share code: PSG
 
ISIN code: ZAE000013017
 
(“PSG Group”)
 
 
THEMBEKA CAPITAL (RF) LIMITED (“THEMBEKA”) SHAREHOLDERS –
 
CALCULATION OF BASE COST
 
 
Effective 12 January 2015, PSG Group acquired all the ordinary
 
shares in Thembeka, not already held by PSG Group or its
 
subsidiaries, by way of a scheme of arrangement in terms of
 
section 114 of the Companies Act, 2008 (“the Scheme”).
 
 
In terms of the Scheme, Thembeka shareholders were issued and
 
received 1,7 JSE-listed PSG Group ordinary shares for each
 
unlisted Thembeka ordinary share held.
 
 
For capital gains tax purposes, based on tax advice obtained,
 
the base cost of a Thembeka shareholder’s investment in unlisted
 
Thembeka ordinary shares will be retained for its JSE-listed PSG
 
Group ordinary shares. Accordingly, in order to determine the
 
revised equivalent base cost per PSG Group ordinary share
 
received in terms of the Scheme, a Thembeka shareholder should
 
divide the original base cost per Thembeka ordinary share held
 
by 1,7.
 
 
For illustration purposes only, an example of the aforementioned
 
treatment is set out below:
 
 
Shareholder A previously acquired 1 000 ordinary shares in
 
Thembeka at a total cost of R100 000. Shareholder A’s base cost
 
per Thembeka ordinary share was therefore R100. Pursuant to the
 
Scheme, shareholder A received 1 700 [1 000 x 1,7] ordinary
 
shares in PSG Group. Accordingly, shareholder A’s equivalent
 
base cost per PSG Group ordinary share received would amount to
 
R58,82 [R100 ÷ 1,7].
 
 
Notwithstanding the aforesaid, Thembeka shareholders are advised
 
to obtain independent tax advice in respect of the PSG Group
 
ordinary shares obtained pursuant to the Scheme.
 
 
22 January 2015
 
Stellenbosch
 
 
Sponsor
 
PSG Capital
 
 
Date: 22/01/2015 03:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
 
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