On 15 May 2023, PointsBet announced it had entered into an agreement to sell the US Business (the ‘US Sale’). Completion of the US Sale will take place over a multi-stage process with the first stage being referred to as the ‘Initial Completion’ and the second stage being referred to as the ‘Subsequent Completion’.
Following the US Sale, the funding requirements of the Company’s remaining assets will be fundamentally different to the status quo. Accordingly, PointsBet announced it intended to distribute to shareholders the net proceeds of the US Sale (after applicable taxes and transaction costs) together with the majority of the Company’s corporate cash reserves that will be surplus to the needs of the remaining business.
At the General Meeting on 29 August 2023, Shareholders voted in favour of reducing PointsBet’s share capital by up to A$458 million by way of a two-tranche equal capital reduction.
On 1 September 2023, the Company announced the First Capital Return of approximately A$315 million (which equates to A$1.00 per Share) following Initial Completion of the US Sale on 31 August 2023 (US time).
The Second Capital Return is expected to be between A$125 million and A$143 million (which equates to between A$0.39 and A$0.44 per Share) and is intended to be implemented soon after the Subsequent Completion.
Further information and frequently asked questions in relation to the First Capital Return is included below.
The $1.00 per share capital return constitutes an equal reduction of PointsBet’s share capital for the purposes of the Corporations Act. It applied to each shareholder in proportion to the number of shares they held on the Record Date, and the terms of the reduction were the same for each shareholder.
No shares were cancelled in connection with the return of capital. Accordingly, the return of capital did not affect the number of shares held by each shareholder on the Record Date, nor did it affect the control of PointsBet.
First Capital Return
Effective date of First Capital Return
Monday, 4 September 2023
Tuesday, 5 September 2023
Trading in Shares on an ‘ex return of capital’ basis
Wednesday, 6 September 2023
Record date for the First Capital Return
Thursday, 7 September 2023
Payment of First Capital Return
Friday, 22 September 2023
Tax Implications of the Capital Return
The Company is seeking a class ruling from the Australian Taxation Office (ATO) seeking confirmation on certain specific Australian tax implications for Shareholders receiving both Capital Returns.
The Company has received a draft class ruling from the ATO. The draft class ruling is not binding on the ATO and only a final class ruling can be relied on by Shareholders. The final class ruling will not be issued by the ATO until after the scheme is completed. When the final class ruling is issued by the ATO, it will be published on the ATO’s website (https://www.ato.gov.au) and the Company’s Investor website.
For completeness, general taxation comments regarding the receipt of a return of capital were included in the Notice of Meeting dated 28 July 2023 seeking shareholder approval for the Capital Returns found here: https://wcsecure.weblink.com.au/pdf/PBH/02691477.pdf.
The above information in relation to tax implications does not take into account the individual circumstances of each shareholder and does not constitute tax advice. Accordingly, shareholders should seek their own professional advice as to their income tax implications arising from the Capital Returns.