Imperial Group Limited SENS
Imperial – Efficiencies Sought in Unbundling
18 Sep 2018
Imperial Holdings Limited (“ Imperial ” or “ Imperial Holdings ”)
Incorporated in the Republic of South Africa
Registration number: 1946/021048/06
Ordinary share code: IPL
Preference share code: IPLP
Announcement relating to the:
proposed unbundling of Imperial’s automotive business, Motus; listing of Motus on the JSE; and withdrawal of cautionary announcement
Imperial shareholders are referred to the announcement released on the Stock Exchange News Service (“ SENS ”) of the JSE Limited (“ JSE ”) on Thursday, 21 June 2018 in relation to the proposed unbundling (“ Unbundling ”) of Imperial’s automotive business housed in its wholly-owned subsidiary, Motus Holdings Limited (“ Motus ”).
The Unbundling will be implemented through: a distribution in specie of all the ordinary shares held by Imperial in Motus (the “ Motus Shares ”) to the ordinary shareholders of Imperial in terms of section 46 of the South African Companies Act, 71 of 2008, as amended (the “ Companies Act ”) and section 46 of the Income Tax Act, 58 of 1962, as amended (the “ Income Tax Act ”); and the simultaneous listing of Motus (the “ Listing ”) in the Specialty Retailers sector on the main board of the JSE Limited (“ JSE ”) (collectively, the “ Transaction ”).
The Unbundling is deemed to constitute a disposal of the greater part of the undertaking or assets of Imperial in terms of section 112 of the Companies Act, and as such, constitutes an “ affected transaction ” as defined in section 117(1)(c)(i) of the Companies Act.