| Tue 24 May 2011, 16:23 | | UCS - UCS Group Limited - UCS Unbundling - Apportionment Ratio for South African |
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UCS
UCS
UCS - UCS Group Limited - UCS Unbundling - Apportionment Ratio for South African
Taxation Purposes
UCS Group Limited
Incorporated in the Republic of South Africa
(Registration number 1993/002253/06)
JSE code: UCS ISIN: ZAE000016150
("UCS")
UCS UNBUNDLING - APPORTIONMENT RATIO FOR SOUTH AFRICAN TAXATION PURPOSES
1 INTRODUCTION
UCS shareholders ("Shareholders") are referred to the announcements and the
circular to Shareholders dated 9 March 2011 ("the Circular") regarding the
disposal by UCS of all the shares in and claims held by UCS against certain
of its subsidiaries to Business Connexion Group Limited ("BCG")("the
Disposal") and the subsequent distribution in specie of the BCG
consideration shares comprising the ordinary shares and the "A" ordinary
shares (collectively "BCG Shares") received in terms of the Disposal, to
Shareholders by way of an unbundling ("the Unbundling").
The Unbundling was effected by way of a distribution in specie on Monday,
23 May 2011 ("Unbundling Date") in terms of section 46 of the Income Tax
Act, 1962 ("the Act"), as amended, in the ratio of 0.34315 BCG ordinary
shares for every one UCS share held (i.e. 34.315 BCG ordinary shares for
every 100 UCS shares held) and 0.08485 BCG "A" ordinary shares for every
one UCS share held (i.e. 8.485 BCG "A" ordinary shares for every 100 UCS
shares held) on the Unbundling record date being Friday, 20 May 2011.
The purpose of this announcement is to advise Shareholders of the closing
prices of the BCG Shares and the UCS shares on the exchange operated by JSE
Limited ("the JSE") at the Unbundling Date, and the ratio in which the
expenditure incurred and/or the valuation of the UCS shares must be
allocated to BCG Shares and UCS shares for South African Taxation purposes
("the Apportionment Ratio").
2 APPORTIONMENT RATIO
The Apportionment Ratio for purposes of Section 46 of the Act is 15.92%
relating to a UCS share, 82.94% relating to a BCG ordinary share and 1.14%
relating to a BCG "A" ordinary share, based on the closing price on the JSE
of a UCS share, a BCG ordinary share and a BCG "A" ordinary share on the
Unbundling Date of R0.32, R4.86, and R0.27, respectively.
A summary of the South African tax considerations relating to the
Unbundling is set out on pages 132 to 134 of the Circular. Shareholders
are, however, advised in all circumstances to seek their own advice
regarding the taxation consequences of the Unbundling.
Johannesburg
24 May 2011
Corporate Advisor and Sponsor
One Capital
Attorneys
Glyn Marais
Tax advisor
Bowman Gilfillan
Date: 24/05/2011 16:23:01 Produced by the JSE SENS Department.
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