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Extension of the Expiration Date of UBS Actively Managed Certificates issued on 20 August 2018 (Series 2 and 3)
UBS AG, London Branch
(“UBS AG” or the “Company”)
(Incorporated and domiciled in Switzerland)
(Registration number: CHE-101.329.561)
Extension of the Expiration Date of UBS Actively Managed Certificates
("AMCs") issued on 20 August 2018 (Series 2 and 3)
1. Background
ALPHA CODE: UMMIEA
ISIN: ZAE000261392
ALPHA CODE: UMMIEB
ISIN: ZAE000261400
Noteholders of the abovementioned AMCs issued on 20 August 2018
("Noteholders") are referred to the amended and restated Final Terms dated
07 May 2021 in connection with the Information Memorandum dated 16
September 2019, as supplemented, updated or replaced from time to time
("Terms").
All capitalised terms not otherwise defined in this announcement, shall
have the meaning given thereto in the Terms.
Under the Terms, the abovementioned AMCs shall expire on 22 August 2023,
subject to the extension at the option of the Issuer on two separate
occasions, on each such occasion for an additional 5-year period (from the
initial Original Expiration Date of 22 August 2023), with a notice period
of 90 calendar days prior to the relevant Original Expiration Date.
The Issuer hereby notifies Noteholders that it wishes to extend the
Expiration Date of the abovementioned AMCs for a period of 5 years in
accordance with the Terms. Furthermore, the Issuer advises Noteholders
that they may, if they so wish, in accordance with the Terms, elect to
redeem such AMCs at the market price thereof on the Redemption Date (as
defined below).
2. Election for redemption
Noteholders who wish to redeem their AMCs on the Original Expiration Date,
are required to notify their broker or central securities depositary
participant by making the relevant election in the manner requested by
their broker or central securities depositary participant ("Expiration
Extension Termination Option"). The Expiration Extension Termination
Option must be exercised between the Last Date to Trade, being Tuesday, 15
August 2023, and the Original Expiration Date, being Tuesday, 22 August
2023. Noteholders may only elect to redeem 100% of the AMCs held and no
partial redemptions will be accepted. The AMCs will be redeemed at the
Optional Redemption Amount three business days after the Original
Expiration Date.
If no Expiration Extension Termination Option is exercised by the Original
Expiration Date, being Tuesday, 22 August 2023, the Noteholder will be
deemed not to have exercised any Expiration Extension Termination Option
and will continue to hold their AMCs.
3. Salient Dates for the redemption
The following indicative timetable sets out expected dates for the
redemption of the AMCs:
Declaration Date Tuesday, 01 August 2023
Indicative Reference Portfolio Value (“RPV”) Tuesday, 08 August 2023
to be updated and published on SENS by 11.00
Last Day to Trade in order to participate Tuesday, 15 August 2023
in the redemption of AMCs
Ex Date Wednesday, 16 August 2023
Election closing by 12:00 Friday, 18 August 2023
Record Date for Noteholders wishing to Friday, 18 August 2023
redeem their AMCs to be on the relevant
register by close of business
Expiration Date Tuesday, 22 August 2023
Determination of Optional Redemption Amount Wednesday, 23 August 2023
and announcement of amount
Payment of Optional Redemption Amount Monday, 28 August 2023
Expected to be finalised by end of day
Notes:
1. All dates and times are references to South African standard time,
unless otherwise specified.
2. The dates above are indicative and may be changed by notice given on
SENS.
3. If no Expiration Extension Termination Option is exercised by the
Original Expiration Date, being Tuesday, 22 August 2023, the Noteholder
will be deemed not to have exercised any Expiration Extension
Termination Option and will continue to hold their AMCs.
4. Taxation considerations
The following summary describes certain South African income tax
consequences in connection with the election by a Noteholder who is a
South African tax resident to either continue to hold the AMCs or to have
such AMCs redeemed. This summary is based on the laws as in force and as
applied in practice in South Africa as at the date of this announcement
and is subject to changes to those laws and practices subsequent to such
date. The following summary is not a comprehensive description of all of
the tax considerations that may be relevant to the election to be made by
a Noteholder and does not cover tax consequences that depend upon your
particular tax circumstances or jurisdictions outside South Africa. This
summary is intended as a general guide only and should not be regarded as
tax advice. Changes in the law (or the interpretation or application
thereof) may alter the tax treatment of these arrangements, as applicable,
possibly on a retrospective basis. It is recommended that you consult your
own tax adviser about the consequences of making an election as described
in this announcement.
An election to continue to hold an AMC
In terms of general principles, an election to continue to hold an AMC
should not in itself trigger any accrual or receipt of any amount for a
Noteholder in terms of South African tax law.
Election to have an AMC redeemed
Where a holder elects for its AMC to be redeemed, the redemption will
constitute a "disposal" of an asset for South African income tax purposes.
In terms of general principles, this will give rise to either a capital or
revenue receipt in the hands of a holder who is resident in South Africa
for income tax purposes. Capital gains are subject to a lower effective
tax rate than revenue receipts. This is because only a portion (the
inclusion amount) of a capital gain is included in a South African
taxpayer's taxable income and then subjected to normal income tax.
The "safe harbour" rule contained in section 9C of the South African
Income Tax Act, No. 58 of 1962 (the "Act") which automatically deems any
gain to arise on capital account, will not be applicable to any gains
arising on the redemption of AMCs as an AMC is not an "equity share" as
defined in the Act.
Consequently, the capital or revenue nature of an amount derived from the
disposal of the AMC must be determined by applying the common law tests
that the South African courts have formulated which include, among other
things, the intention of the AMC Noteholder that is held with an element
of permanency or not; and whether the holder acquired the AMC by embarking
on a scheme of profit-making. In the absence of specific facts and
circumstances which indicate a holding of a capital nature, any profits
arising from the disposal of derivative securities, such as AMCs, should
generally be regarded to be profits that are revenue in nature.
Capital Gains Tax
Residents of South Africa are subject to taxation on capital gains ("CGT")
as levied in accordance with the Eighth Schedule to the Tax Act in respect
of gains made on the disposal of their worldwide assets.
5. Optional Redemption Amount
Each AMC entitles the investor to receive on the Payment Date an amount in
the Settlement Currency, as calculated by the Calculation Agent, according
to the terms and conditions outlined in the Terms.
The indicative Reference Portfolio Value (“RPV”) as at date of this
announcement is:
ALPHA CODE: UMMIEA
ISIN: ZAE000261392
RPV ZAR: 137.4599 per Note
RVP Zac: 13745.99 per Note
ALPHA CODE: UMMIEB
ISIN: ZAE000261400
RPV ZAR: 140.0767 per Note
RVP Zac: 14007.67 per Note
For further information regarding the redemption and/or the AMCs, please
contact:
UBS KeyInvest South Africa
Tel.: +27 11 322 7129 / 7317
E-mail: keyinvestza@ubs.com
Web: http://keyinvest-za.ubs.com
Johannesburg
24 May 2023
Sponsor: UBS South Africa (Pty) Limited
Date: 24-05-2023 03:30:00
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