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ZENITH MINERALS LIMITED Capital/Financing Update 2007

Sep 5, 2007

66123_rns_2007-09-05_d5bbaf81-68dc-4662-9c50-654cde754582.pdf

Capital/Financing Update

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6 September 2007

Company Announcements Office Australian Stock Exchange 4th floor, 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Re: SHAREHOLDER LETTER

Please find attached a copy of a letter sent today to Giralia shareholders regarding the tax consequences of the recent in-specie distribution of shares in Zinc Co Australia Limited.

Yours faithfully

Bruce Acutt

Company Secretary

attach.

Giralia Resources NL

Level 2, 33 Ord Street, West Perth, Western Australia 6005 PO Box 1665, West Perth, Western Australia 6872 Tel: (+61-8) 9481 4440 Fax: (+61-8) 9321 0070

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6 September 2007

Dear Shareholder

Your Shareholding in Zinc Co Australia Limited, resulting from Return of Capital

We recently despatched your Holding Statement for shares in Zinc Co Australia Limited ("ASX-ZNC"), received as a result of the distribution in-specie approved at the Giralia Resources NL ("Giralia") Shareholders meeting held on 27 July 2007.

Section 1.15 of the Explanatory Statement accompanying the Notice of Meeting described the potential taxation consequences of the distribution to Australian resident Shareholders who held their Giralia Resources NL shares on capital account.

This statement has been prepared to provide guidance to those Shareholders about the way in which the effects of the distribution can be calculated for Australian capital gains tax purposes.

Applying Demerger Relief

Shareholders who choose demerger relief will ignore any potential capital gain from the return of capital and apportion the cost base of their Giralia Resources NL shares between those shares and the Zinc Co Australia Limited shares they received. The apportionment is based on the values of Giralia Resources NL shares and Zinc Co Australia Limited shares immediately after the demerger. Giralia Resources NL considers that at the relevant time, the value of Zinc Co Australia Limited shares distributed represented 10.12% of the total value of Giralia Resources NL and Zinc Co Australia Limited shares. The distribution was in the ratio of one Zinc Co Australia Limited share for every 4.955 Giralia Resources NL shares held (subject to rounding.)

The following examples illustrate the way in which demerger relief would apply.

Example 1:

You held 100,000 Giralia Resources NL shares for which the cost base was $40,000 (40 cents per share).

You received 20,182 shares in Zinc Co Australia Limited in the distribution.

The cost base of your Zinc Co Australia Limited shares will be 10.12% of $40,000, which is $4,048 or 20 cents per share for 20,182 Zinc Co Australia Limited shares.

The cost base of your Giralia Resources NL shares will be reduced to 89.88% of $40,000, which is $35,952 or 36 cents per share for 100,000 Giralia Resources NL shares.

Giralia Resources NL

Level 2, 33 Ord Street, West Perth, Western Australia 6005 PO Box 1665, West Perth, Western Australia 6872 Tel: (+61-8) 9481 4440 Fax: (+61-8) 9321 0070

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Example 2:

You held 50,000 Giralia Resources NL shares for which the cost base was $30,000 (60 cents per share.)

You received 10,091 shares in Zinc Co Australia Limited in the distribution.

The cost base of your Zinc Co Australia Limited shares will be 10.12% of $30,000, which is $3,036 or 30 cents per share for Zinc Co Australia Limited shares.

The cost base of your Giralia Resources NL shares will be reduced to 89.88% of $30,000 which is $26,964 or 53.9 cents per share for 50,000 Giralia Resources NL shares.

A Shareholder applying demerger relief will be taken to have acquired the Zinc Co Australia Limited shares for purposes of the capital gains tax general 50% discount (if applicable) at the time they acquired the Giralia Resources NL shares to which the distribution related.

Not Electing Demerger Relief

A Shareholder who does not elect demerger relief will not be entitled to disregard any capital gain arising from the return of capital, although the ratio of distribution of shares in Zinc Co Australia Limited makes it unlikely that any Shareholder will have a capital gain. The gain would be calculated by reference to the excess of the market value of Zinc Co Australia Limited shares received over the cost base of Giralia Resources NL shares. In the event that a capital gain does arise, the cost base of shares in both Giralia Resources NL and Zinc Co Australia Limited will be reduced to nil.

If a capital gain does not arise, Shareholders are still required to make the same adjustment to the cost base of shares as if a demerger had been chosen, as set out in the Examples above.

In this case the Shareholder will also be taken to have acquired the Zinc Co Australia Limited shares for purposes of the capital gains tax general 50% discount (if applicable) at the time they acquired the Giralia Resources NL shares to which the distribution related.

Disclaimer

In the Explanatory Statement Giralia Resources NL advised that although it reasonably expected that capital gains tax demerger relief would apply to the distribution it could not provide any assurance that demerger relief would apply. Demerger relief is complex and if you are in any doubt about your tax position you should seek professional advice. This guidance is provided for the information of shareholders and neither Giralia Resources NL nor its officers accept any liability to Shareholders in relation to this information or the taxation consequences of the demerger.

Yours faithfully

R M Joyce Director