12 Oct - 3 min read

Finalisation announcement, salient dates and tax implications in respect of the offer and delisting

Finalisation announcement, salient dates and tax implications in respect of the offer and delisting

ZARCLEAR HOLDINGS LIMITED
(Incorporated in South Africa)
(Registration number 2000/013674/06)
Share code: ZCL ISIN: ZAE000262820
LEI: 378900094A0900DAF851
(“Zarclear” or “the Company”)


FINALISATION ANNOUNCEMENT, SALIENT DATES AND TAX IMPLICATIONS FOR ZARCLEAR
SHAREHOLDERS IN RESPECT OF THE OFFER AND DELISTING


Shareholders are referred to the previous announcements released on SENS and ANS (the last of which was released on
27 September 2021) and to the circular issued to shareholders dated 26 August 2021 (the “circular”) relating to the
proposed delisting of Zarclear from the Main Board of the JSE and A2X (the “delisting”) and offer by Zarclear to all
of its shareholders to voluntarily tender for repurchase all, or only a portion, of their existing shareholding in the
Company at an offer price of R4.60 per share, which offer will be made in compliance with the relevant provisions of
the Companies Act 71 of 2008 (the “Companies Act”), the Takeover Regulations promulgated thereunder, the JSE
Listings Requirements and the A2X Listings Requirements (the “share repurchase offer”).

Zarclear is pleased to announce that all outstanding conditions precedent to the share repurchase offer and delisting
have been fulfilled and the transaction is now wholly unconditional. As a result, the Takeover Regulation Panel has
issued a compliance certificate in terms of section 119(4) of the Companies Act.

Salient dates and times

The share repurchase offer and delisting will be implemented in accordance with the salient dates and times set out in
the announcement released on SENS and ANS on 26 August 2021.

Tax implications for Zarclear shareholders

Shareholders who elect to accept the share repurchase offer are advised as follows:

-     the share repurchase consideration of R4.60 per share will be funded entirely out of reserves;
-     the share repurchase offer consideration will therefore constitute a dividend in terms of paragraph (b) of the
      definition of ‘dividend’ contained in section 1 of the Income Tax Act No. 58 of 1962 (as amended);
-     the South African dividends tax rate is 20%;
-     the gross dividend portion per share acquired by Zarclear pursuant to the share repurchase offer is R4.60 per share
      for shareholders exempt from paying dividends withholding tax;
-     the net dividend portion per share acquired by Zarclear pursuant to the share repurchase offer is R3.68 per share
      for shareholders liable to pay dividends withholding tax;
-     Zarclear’s issued share capital is 226 065 696 shares of no par value; and
-     Zarclear’s tax reference number is 9184137140.

The tax treatment for Zarclear shareholders participating in the share repurchase offer is dependent on the individual
circumstances and jurisdiction of such Zarclear shareholders. It is recommended that if Zarclear shareholders are
uncertain about the tax treatment of the receipt of share repurchase consideration, they seek appropriate advice in this
regard.

The independent board and Zarclear board responsibility statement

The independent board and Zarclear Board (to the extent that the information relates to Zarclear) collectively and
individually accept responsibility for the information contained in this announcement and certify that, to the best of
their knowledge and belief, the information contained in this announcement relating to Zarclear is true and this
announcement does not omit anything that is likely to affect the import of such information.

12 October 2021


Corporate advisor and sponsor
Java Capital

Independent expert
Nodus Capital

Date: 12-10-2021 01:00:00
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