| Mon 23 Aug 2010, 12:54 | | MVG/MVGP - Mvelaphanda Group - Unbundling of ordinary shares in Health |
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MVG MVGP
MVG
MVG/MVGP - Mvelaphanda Group - Unbundling of ordinary shares in Health
Strategic Investments Limited- apportionment ratio for South African
taxation Purposes
MVELAPHANDA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1995/004153/06)
Ordinary share code: MVG ISIN: ZAE000060737
Preference share code: MVGP ISIN: ZAE000073540
("Mvela Group" or the "Company")
UNBUNDLING OF ORDINARY SHARES IN HEALTH STRATEGIC INVESTMENTS LIMITED
("HEALTH") - APPORTIONMENT RATIO FOR SOUTH AFRICAN TAXATION PURPOSES
1 INTRODUCTION
In the circular issued to holders of ordinary shares ("Mvela Group
Ordinary Shares"), redeemable option-holding shares and convertible
perpetual cumulative preference shares in Mvela Group (collectively
the "Shareholders") on Monday, 28 June 2010 (the "Circular"), the
finalisation announcement published on the securities exchange news
service ("SENS") operated by the JSE Limited ("JSE") on Thursday, 5
August 2010 and the announcement released on SENS on Monday, 16
August 2010, Shareholders were informed, inter alia, of the proposed
unbundling by Mvela Group of all of the ordinary shares held by it
in Health ("Health Shares") to holders of Mvela Group Ordinary
Shares (the "Unbundling") recorded in the Company`s register as at
the close of business on Friday, 20 August 2010 (the "Unbundling
Record Date").
The Unbundling is to be effected by way of an unbundling transaction
in terms of section 46 of the Income Tax Act, 1962 (No. 58 of 1962),
as amended ("the Act"), and in compliance with Section 90 of the
Companies Act (No 61 of 1973), in the ratio of 33.45335 Health
Shares for every 100 Mvela Group Ordinary Shares held on the
Unbundling Record Date.
The purpose of this announcement is to notify holders of Mvela Group
Ordinary Shares of the closing prices of Health and Mvela Group
Ordinary Shares on the JSE on Friday, 20 August 2010, the Unbundling
Record Date, and the cost apportionment ratio in which the
expenditure incurred and/or the valuation of the Mvela Group
Ordinary Shares must be allocated to the Health Shares received in
terms of the Unbundling and the Mvela Group Ordinary Shares for
South African taxation purposes (the "Apportionment Ratio"). The
potential South African taxation considerations for holders of Mvela
Group Ordinary Shares are set out in Annexure 11 of the Circular.
Holders of Mvela Group Ordinary Shares are, however, advised in all
circumstances to seek their own advice regarding taxation.
2 APPORTIONMENT RATIO AND CLOSING SHARE PRICES
The Apportionment Ratio for purposes of section 46 of the Act is
53.56384% relating to a Mvela Group Ordinary Share and 46.43616% to
a Health Share, based on the closing share prices of a Mvela Group
Ordinary Share and a Health Share on the JSE on Friday, 20 August
2010 of R4.92 and R12.75, respectively.
This Apportionment Ratio is to be used, after the Unbundling of the
Health Shares, to apportion the expenditure incurred in respect of a
Mvela Group Ordinary Share held. The expenditure must be
apportioned between the Mvela Group Ordinary Share held after the
Unbundling and the Health Share received in terms of the Unbundling,
for purposes of determining the profits or losses, of a capital or
trading nature, derived on any future disposal of the Mvela Group
Ordinary Share or Health Share.
Johannesburg
23 August 2010
Merchant bank, structuring adviser and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Reporting Accountants
PKF (Jhb) Inc.
Attorneys
Bowman Gilfillan Inc.
Advisers to Mvela Group
Afropulse Group (Proprietary) Limited
Financial PR adviser
College Hill
Date: 23/08/2010 12:54:01 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.
