For individuals, trustees, complying superannuation funds or listed investment companies who acquired their Adsteam Shares before 11.45am on 21 September 1999, you may elect to calculate the amount of any capital gain by taking into account the indexed cost base. If you elect to index the cost base of your Adsteam Shares, it will be increased to reflect changes to the Consumer Price Index from the calendar quarter in which the Adsteam Shares were acquired until the quarter ended 30 September 1999. However, if you make such an election, you will not be able to discount your capital gain referred to above. For other Adsteam Shareholders (eg, companies which are not listed investment companies) who acquired their Adsteam Shares before 11.45am on 21 September 1999, the amount of the capital gain (if any) would be determined by indexing the cost base of your shares to take into account changes in the Consumer Price Index from the calendar quarter in which the Adsteam Shares were acquired until the quarter ended 30 September 1999. As the Offer is entirely a cash offer, no part of the capital gain made in respect of your Adsteam Shares may be rolled over under Australia’s tax laws.
Non-resident Adsteam Shareholders If you are a non-resident of Australia for tax purposes, you will generally not have to pay Australian tax on any capital gain you make when you dispose of your Adsteam Shares unless you own, have owned or have the right to own (together with associates) 10% or more of the issued capital of Adsteam at any time during the five year period before the disposal of Adsteam Shares. The Tax Laws Amendment (2006 Measures No. 4) Bill 2006, which was recently introduced to Parliament, contains proposed amendments which are intended to limit the circumstances in which Australian capital gains tax is imposed on non-residents. The following comments are made on the assumption that the Bill will be enacted in its current form. In broad terms, if the Bill is enacted before the date the Adsteam Shareholder is taken to have disposed of their Adsteam Shares under the Offer, a non-resident Adsteam Shareholder should not be subject to Australian capital gains tax on the disposal of their Adsteam Shares unless both of these conditions are satisfied: • that Adsteam Shareholder holds 10% or more of the issued shares in Adsteam (taking into account the holdings of associates) either:
– at the time that the Offer is accepted; or
– during the whole of any continuous period of 12 months within the 24 months prior to the acceptance of the Offer; and
• 50% or more of the value of Adsteam’s assets at the time the Offer is accepted are attributable to real property (and limited other assets) in Australia. If you buy and sell shares in the ordinary course of business, or acquired the shares for resale at a profit, any gain could be taxed in Australia as normal income and not as a capital gain. In those cases, you should seek your own advice. You should seek advice from your tax adviser as to the taxation implications of accepting the Offer in your country of residence.
Stamp duty Any stamp duty payable on the transfer of Adsteam Shares to SvitzerWijsmuller pursuant to the Offer will be paid by SvitzerWijsmuller.
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