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Gencor - Announcement
Gencor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/001232/06)
Share code: GMF
ISIN: ZAE000013066
("Gencor" or "the company")
Distribution by Gencor of its shareholding in
Impala Platinum Holdings Limited ("Implats") - Final unbundling ratio
1. Introduction
In the circular issued to Gencor shareholders on 1 April 2003 ("the circular"),
Gencor informed its shareholders of the proposed distribution of the ordinary
shares held by the company in Implats ("the unbundling") to Gencor shareholders
recorded in the register at the close of business on Friday, 23 May 2003 ("the
record date"), to be effected by way of a dividend in specie and a reduction of
the share premium account.
The purpose of this announcement is to notify Gencor shareholders of the final
unbundling ratio to be applied to the holding of Gencor shareholders on the
record date and the apportionment of the base cost for Capital Gains Tax ("CGT")
purposes.
2. Final unbundling ratio
Gencor shareholders recorded in the register on the record date will receive all
the Implats shares Gencor holds at the close of business on 10 June 2003
("Implats distribution shares"), by way of an unbundling, in accordance with the
table of entitlement set out below.
Table of entitlement in respect of the unbundling:
Number of Implats shares to Number of Implats shares to
be unbundled be unbundled per 100 Gencor
shares held
30 605 722 8,77986
The unbundling ratio disclosed in the above table will be applied to the holding
of Gencor shareholders on the record date and the resultant number of Implats
distribution shares will be rounded down to the nearest whole number if they are
less than 0.5 and will be rounded up to the nearest whole number if they are
equal to or greater than 0.5.
3. CGT
The potential South African tax considerations were set out in the circular.
Gencor shareholders are deemed, in terms of section 46(3)(b) of the Income Tax
Act 1962 (Act No. 58 of 1962), as amended, to have acquired both the Gencor
shares and the Implats distribution shares at a cost equal to the expenditure
allowable for CGT purposes in acquiring the Gencor shares, or where the Gencor
shares were acquired before 1 October 2001, either such expenditure or the
market value of the Gencor shares at 1 October 2001 (which was R28.74 in respect
of each Gencor share).
Such cost is to be split on a pro rata basis between the Gencor shares and the
Implats distribution shares, based on their respective market values at the
close of trade on
26 May 2003, being the day after the record date.
Based upon this, the apportionment of such cost will therefore be 0.30625% to
the residual Gencor shares and 99.69375% to the Implats distribution shares.
Should Gencor shareholders have elected to determine this base cost on the
market value of the Gencor shares at 1 October 2001, such base cost would be
determined as R0.08802 per Gencor share and R326.33759 per Implats share.
3. Salient dates and times
Set out below are the important dates for the unbundling:
2003
Shareholders entitled to trade
the Implats distribution shares
(in anticipation of receipt
of the Implats distribution
shares on Wednesday,
18 June 2003) Tuesday, 10 June
Implats share certificates
will be posted by registered
post to certificated shareholders
or credited to their safe custody
accounts in the case of
dematerialised shareholders,
on Wednesday, 18 June
Certificated Gencor shareholders should note that they will not be able to sell
their entitlements to Implats distribution shares until they receive their
Implats share certificates and have them dematerialised.
Johannesburg
10 June 2003
Merchant bank
Investec
Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor
Investec
Bank Limited
(Registration number 1969/004763/06)
Attorneys
Webber Wentzel Bowens
Reporting accountants and auditors
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration no 1998/012055/21)
Communication
Baird"s
Renaissance (Pty) LTD
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