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Cash proceeds in respect of fractional entitlements and apportionment of tax cost for South African tax purposes
REMGRO LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1968/006415/06)
ISIN: ZAE000026480
JSE and A2X share code: REM
("Remgro")
DISTRIBUTION OF SHAREHOLDING IN EMEDIA HOLDINGS LIMITED ("EMH"), CASH
PROCEEDS IN RESPECT OF FRACTIONAL ENTITLEMENTS AND APPORTIONMENT OF TAX
COST FOR SOUTH AFRICAN TAX PURPOSES
1. INTRODUCTION
Holders of listed Remgro no par value ordinary shares ("Remgro Ordinary Shares") and unlisted
Remgro no par value B ordinary shares ("Remgro Shareholders") are referred to the distribution
announcement released by Remgro on the Stock Exchange News Service of the securities exchange
operated by the JSE Limited ("JSE") on Monday, 8 September 2025 ("Distribution Announcement"),
regarding the unbundling by way of a distribution in specie of 238,472,945 N ordinary shares in EMH
("Unbundling Shares") to Remgro Shareholders (the "Remgro Unbundling"). Remgro Shareholders
will, pursuant to the distribution in specie, become entitled to the Unbundling Shares in the ratio of
41.96443 Unbundling Shares for every 100 Remgro Ordinary Shares and every 100 class B ordinary
shares, respectively, in Remgro ("Remgro Shares"). The Remgro Unbundling constitutes an
unbundling transaction in terms of section 46 of the South African Income Tax Act, No. 58 of 1962
("ITA"). Terms defined in the Distribution Announcement bear the same meaning in this announcement.
2. PURPOSE OF THE ANNOUNCEMENT
The purpose of this announcement is to advise Remgro Shareholders of the following:
2.1. the value to be utilised in determining the cash payment due to a Remgro Shareholder in respect
of any fractional entitlement in respect of the Unbundling Shares to which such shareholder may
be entitled ("Cash Proceeds");
2.2. the closing prices of both the Unbundling Shares and Remgro Ordinary Shares on Tuesday, 23
September 2025, the day the Remgro Ordinary Shares began trading "ex" the entitlement to
receive the Unbundling Shares; and
2.3. the ratio in which the expenditure incurred and/or the market value (for purposes of paragraph 29
of the Eighth Schedule to the ITA) ("Market Value") in respect of the Remgro Shares must be
apportioned between the Remgro Shares and the Unbundling Shares for South African taxation
purposes ("Apportionment Ratio").
3. CASH PROCEEDS OF FRACTIONAL ENTITLEMENT
3.1. As outlined in paragraph 4 of the Distribution Announcement, in implementing the Remgro
Unbundling, Remgro is required by the listings requirements of the JSE ("Listings
Requirements") to round down the fractional entitlements to the Unbundling Shares to the
nearest whole Unbundling Share. The fractions of Unbundling Shares to which Remgro
Shareholders remain entitled will not be transferred to them, but will be aggregated and sold on
the Remgro Shareholders' behalf in the open market as soon as practically possible after the
Remgro Unbundling.
3.2. Remgro Shareholders will accordingly receive a monetary amount (i.e. the Cash Proceeds) in
respect of their fractional entitlements to Unbundling Shares. In accordance with the Listings
Requirements, the Cash Proceeds have now been determined with reference to the volume-
weighted average price ("VWAP") of an Unbundling Share on the JSE on Tuesday, 23 September
2025, reduced by 10%.
3.3. Taking into account the VWAP of 253.56570 cents, Remgro Shareholders are advised that the
calculation of the Cash Proceeds due to Remgro Shareholders in respect of any fractional
entitlements will be determined on a price of 228.20913 cents (i.e. 253.56570 cents x 90%) per
Unbundling Share.
3.4. As far as the tax implications of the cash payment of the Cash Proceeds are concerned, the
receipt of the cash payment by Remgro Shareholders will be subject to capital gains tax for
Remgro Shareholders holding Remgro Shares as capital assets or to income tax for Remgro
Shareholders holding Remgro Shares as trading stock, as the case may be.
4. APPORTIONMENT RATIO TAX PRINCIPLES
4.1. Remgro Shareholders will have a combined expenditure in respect of the Remgro Shares and
the Unbundling Shares received pursuant to the Remgro Unbundling.
4.2. Remgro Shares held as trading stock: Any Remgro Shareholder holding Remgro Shares as
trading stock will be deemed to acquire the Unbundling Shares as trading stock. The combined
expenditure of such Remgro Shares and Unbundling Shares will be the amount taken into
account by the Remgro Shareholder in respect of those Remgro Shares, as contemplated in
section 11(a), section 22(1), or section 22(2) of the ITA. The portion of the above-combined
expenditure to be allocated to the Unbundling Shares will be determined by applying the ratio
that the Market Value of the Unbundling Shares bears to the sum of the Market Value of the
Remgro Shares and the Unbundling Shares at the end of the day of the Remgro Unbundling,
being Tuesday, 23 September 2025. The expenditure so allocated to the Unbundling Shares will
reduce the expenditure relating to the retained Remgro Shares.
4.3. Remgro Shares held as capital assets: Any Remgro Shareholder holding Remgro Shares as
capital assets will be deemed to acquire the Unbundling Shares as capital assets. The combined
expenditure of such Remgro Shares and Unbundling Shares will be the original expenditure
incurred in respect of the Remgro Shares, that is allowable in terms of paragraph 20 of the Eighth
Schedule to the ITA, and where the Remgro Shares were acquired before 1 October 2001, the
expenditure and/or Market Value, as the case may be, adopted or determined as contemplated
in paragraph 29 of the Eighth Schedule to the ITA. The portion of the above-combined
expenditure and/or Market Value, as the case may be, to be allocated to the Unbundling Shares
will be determined by applying the ratio that the Market Value of the Unbundling Shares bears to
the sum of the Market Value of the Remgro Shares and the Unbundling Shares at the end of the
day of the Remgro Unbundling, being Tuesday, 23 September 2025. The expenditure and/or
Market Value, as the case may be, so allocated to the Unbundling Shares will reduce the
expenditure and/or Market Value, as the case may be, of the retained Remgro Shares.
4.4. Remgro Shareholders are advised to consult their professional tax advisors should they have
any queries regarding the taxation consequences of the Remgro Unbundling and the calculation
of their costs for taxation purposes.
5. APPORTIONMENT RATIO CALCULATION
5.1. Remgro Shareholders are further referred to paragraph 8.4.6.1 of the Distribution
Announcement, which requires Remgro to advise Remgro Shareholders of the Apportionment
Ratio.
5.2. Remgro Shareholders are hereby advised that the Apportionment Ratio is based on the closing
price of 17559.0 cents per Remgro Ordinary Share and 240.0 cents per Unbundling Share on
Tuesday, 23 September 2025. The Apportionment Ratio applicable to the Unbundling Shares
has therefore been calculated as follows:
Apportionment Ratio = (A / (A + B))
where:
A = the closing price of an Unbundling Share x the unbundling ratio, i.e. 100.7136
cents (being 240.0 cents X 0.41964)
B = the closing price of a Remgro Ordinary Share, i.e. 17559.0 cents
= 100.7136 cents
100.7136 cents + 17559.0 cents
= 0.57030%
5.3. Remgro Shareholders are hereby advised that the expenditure incurred and/or Market Value, as
the case may be, in respect of Remgro Ordinary Shares must therefore be apportioned in the
ratio of 0.57030% to an Unbundling Share and 99.42970% to a Remgro Ordinary Share.
6. INCREASE IN EXPENDITURE PER SHARE AS A RESULT OF THE TAX PAID ON
DISTRIBUTIONS TO DISQUALIFIED PERSONS
The expenditure incurred in relation to the Unbundling Shares must be increased by the amount
of tax paid by Remgro in respect of distributions made to 'disqualified persons', as defined in
section 46(7) of the ITA, who hold at least 5% of the total issued 'equity shares', as defined in
section 1 of the ITA, in Remgro. Remgro will in due course and as soon as reasonably practicable
release a further announcement on SENS to confirm the final amount of tax to be paid by Remgro
in this regard.
Stellenbosch
25 September 2025
Financial adviser and Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal adviser
DLA Piper Advisory Services Proprietary Limited
Important Information
The Unbundling Shares may not be offered or sold in, or transferred to, the United States of America,
absent registration under, or an exemption from, the registration requirements of the Securities Act. The
Unbundling Shares which constitute the distribution in specie by Remgro have not been, and will not
be, registered in the United States of America under the Securities Act. The distribution in specie has
not been approved or rejected by the U.S. Securities and Exchange Commission (the "SEC") or any
other commission of a State of the United States of America, and neither these commissions nor the
SEC have reviewed the accuracy or adequacy of this announcement. Any representation to the contrary
may be considered a criminal offense in the United States of America.
Date: 25-09-2025 10:15:00
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