TBA
- To be advised
Note 1:
Shareholders in the Head Entity
who received shares in the Demerged Entity should reduce the
cost base and reduced cost base of their Head Entity shares by
this amount per share. (For Boral shareholders the $1.58 is per
original Boral share)
Note 2: This is the acquisition cost of
the shares in the Demerged Entity which is to be deducted from
the capital proceeds to arrive at the capital gain when the
shares are sold. (The cost base may also include costs
associated with the sale of the shares such as fees paid to a
broker.)
Note 3: This is the percentage that the
Demerged Entity represented of the market value of the group as
a whole immediately after the demerger. Shareholders receiving
shares in the Demerged Entity are to use this percentage to
apportion the sum of the cost bases of their post-CGT Head
Entity shares between these shares and the post-CGT Demerged
Entity shares.
Note 4: According to the companies
concerned, a reasonable basis for apportioning the cost base
between the two different shares could be to use the relative
market value of MPI shares pre and post the entitlement to the
demerged Leviathan shares. Under this methodology the CGT cost
base of an MPI share acquired at a cost of $1.50 (and assuming
no other relevant incidental costs), would be allocated $0.1922
to the Leviathan entitlement relating to one MPI share (12.81% x
$1.50) and $1.3078 (87.19% x $1.50) to the remaining
(post-demerger) MPI share. As the distribution of Leviathan
shares was made on a one for three basis (i.e. one Leviathan
share for every three MPI shares), the cost base of the
entitlement should be multiplied by three to ascertain the cost
base of each Leviathan share received as a result of the
demerger. In the above example of an MPI share acquired for
$1.50 the cost base of each Leviathan share would be $0.5766 (3
x $0.1922).
Note
5: According to Sydney Roads
Group this should enable security holders to perform the
calculation of their cost base.
Note
6: The demerger was undertaken pursuant to a
New Zealand
Court approved scheme of arrangement.
Tower Ltd shareholders voted at a special meeting to approve (by
way of special resolution) the scheme of arrangement under which
Tower Ltd cancelled 0.4760 Tower Ltd shares for every Tower Ltd
share held and as consideration for the cancellation, Tower
transferred 0.6511 Tower Australia Ltd shares (subject to
rounding) for every Tower Ltd share held by a Tower shareholder.
Shareholders are deemed to have received
A$2.81 as the capital proceeds in respect of the cancellation of
each of their Tower shares (the relevant market value on 20
November 2006). - to the
extent that the capital proceeds exceed the shares cost base, a
capital gain will result (this capital gain will be reduced by
the amount of the demerger dividend received) –
to the extent
that the reduced cost base of each cancelled share exceeds the
capital proceeds amount, a capital loss will
arise.
Note
7: The first element of the cost base (and
reduced cost base) of the Head Entity and corresponding
Demerged Entity shares received under the demerger is worked out
by taking the sum of the cost bases of the
participating Head Entity shareholders shares (just before
the demerger) and then apportioning that sum over their
remaining existing shares and corresponding new shares received
under the demerger. The
apportionment of this sum is done on a reasonable basis having
regard to the market values (just after the demerger) of both,
or a reasonable approximation of those market values. (The Verva CEO advises that “based on the market valuation at that
time, the share price for Verva shares was AUD 0.3340 per
share.”
)
Note
8: The first element of the cost base (and
reduced cost base) of the Head Entity and corresponding Demerged
Entity shares received under the demerger is worked out by
taking the sum of the cost bases of the participating Head
Entity shareholders shares (just before the demerger) and then
apportioning that sum over their remaining existing shares and
corresponding new shares received under the demerger. The
apportionment of this sum is done on a reasonable basis having
regard to the market values (just after the demerger) of both,
or a reasonable approximation of those market values. (Some
companies provide guidance as to what "a reasonable basis" is -
please advise us to
admin@delisted.com.au if you
have received such guidance from your
company.)
Note
9: This
scheme is not a Demerger as described in Division 125 of the
ITAA 1997, and demerger rollover is not available to Life
Therapeutics (LT) shareholders. LT returned a total of $3.58
million of share capital to the LT shareholders (or
approximately $0.036 per share) and satisfied this share capital
return by the in specie distribution of NuSep shares. LT
shareholders received 1 NuSep share for every 20 LT shares they
held. The cost base and reduced cost base of each LT share is
reduced (but not below nil) by the amount of the return of capital and
participating LT shareholders
made a capital gain if the return of capital by the company
exceeded the cost base of the
share.
Note
10: One Scheme of Arrangement involved the payment of a
fully franked dividend of $0.17 and a return of capital of
$0.45 for each ordinary Toll share (the total amount of $0.62
per share was compulsorily applied on behalf of Toll
shareholders to subscribe for a unit in the Asciano Trust). The
other Scheme of Arrangement involved the payment of an unfranked
dividend of $1.40 and a return of capital of $3.75 for
each ordinary Toll share (these amounts were applied to
subscribe for a share in Asciano Limited). The best place for
shareholders to see what they need to do, is via this
TOLL link.
Note
11: We understand that the split of
Publishing and Broadcasting Limited (PBL) into two separately
listed companies, Consolidated Media Holdings Limited (CMJ) and
Crown Limited (CWN), took place by way of two Schemes of
Arrangement - under the first (the PBL scheme), CWN acquired all
of the PBL shares for the consideration of 1 CWN share and $3
cash for each PBL share (unless shareholders chose “maximum
shares” (1.17055145 CWN shares) or “maximum cash” ($15.06249587
and 0.31424128 CWN shares) as consideration ) – under the second
(the Demerger Scheme), the new CWN shareholders received one
share in CMJ for every one share they had in CWN as an in specie
distribution in satisfaction of a reduction of share capital by
CWN – broadly the tax consequences are: scrip for scrip rollover
is available in respect of the non-cash consideration received
by the PBL shareholders, cash received is to be treated as
capital proceeds (a relevant capital gain or loss may arise),
Section 45B of the 1936 Act will not operate in respect of the
Demerger Scheme to include any amount in the assessable income
of Crown Shareholders and demerger rollover relief is not
available in respect of the Demerger
Scheme.
