| Mon 23 Aug 2010, 12:58 | | BRT/BRN - Brimstone Investment Corporation Limited - Unbundling of |
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BRT BRN
BRT
BRT/BRN - Brimstone Investment Corporation Limited - Unbundling of
ordinary shares in Health Strategic Investments Limited - apportionment
ratio for South African taxation purposes
BRIMSTONE INVESTMENT CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/010442/06)
Share Code: BRT
ISIN Number: ZAE000015277
Share Code: BRN
ISIN Number: ZAE000015285
("Brimstone" 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 and "N" ordinary
Brimstone shares ("Brimstone shares") ("Brimstone shareholders") on
Monday, 28 June 2010 ("Brimstone circular"), Brimstone shareholders
were informed, inter alia, of the proposed unbundling by Brimstone
of all of its directly held ordinary shares in Health ("Health
shares") to Brimstone shareholders ("Unbundling") recorded in the
Company`s register as at the close of business on Friday, 20 August
2010 ("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 40 Health shares for every 100 Brimstone shares
held on the Unbundling record date. Brimstone shareholders are
further referred to the announcement released on the Securities
Exchange News Service on
Monday, 16 August 2010.
The purpose of this announcement is to notify Brimstone
shareholders of the closing prices of Health and Brimstone shares
on the stock exchange operated by the JSE Limited ("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 Brimstone shares must be allocated to the Health
shares and the Brimstone shares for South African taxation purposes
("apportionment ratio"). The potential South African taxation
considerations for Brimstone shareholders are set out in paragraph
5.3.5 of the Brimstone circular. Brimstone shareholders are,
however, advised in all circumstances to seek their own advice
regarding taxation.
2 Apportionment ratio and closing share prices
Holders of ordinary Brimstone shares
The apportionment ratio for purposes of section 46 of the Act is
57.85124% relating to a Brimstone ordinary share and 42.14876% to a
Health share, based on the closing share prices of a Brimstone
ordinary share and a Health share on the JSE as at 17:00 on Friday,
20 August 2010 of R7.00 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 Brimstone ordinary share held. The expenditure must be
apportioned between the Brimstone 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
Brimstone ordinary share or Health share.
Holders of "N" ordinary Brimstone shares
The apportionment ratio for purposes of section 46 of the Act is
53.63636% relating to a Brimstone "N" ordinary share and 46.36364%
to a Health share, based on the closing share prices of a Brimstone
"N" ordinary share and a Health share on the JSE as at 17:00 on
Friday, 20 August 2010 of R5.90 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 Brimstone "N" ordinary share held. The expenditure must be
apportioned between the Brimstone "N" 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
Brimstone "N" ordinary share or Health share.
Cape Town
23 August 2010
Investment bank and sponsor Legal advisers
Nedbank Capital Edward Nathan Sonnenbergs
Independent reporting accountants Transaction communications advisor
Deloitte & Touche College Hill
Independent sponsor Structuring adviser
Deutsche Securities Rand Merchant Bank
Date: 23/08/2010 12:58:25 Produced by the JSE SENS Department.
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