Corporatisation of Ardent Leisure Group
On 24 December 2018 (Implementation Date), the Ardent Leisure Group (then comprising Ardent Leisure Limited and Ardent Leisure Management Limited in its capacity as Responsible Entity of the Ardent Leisure Trust) implemented a corporatisation transaction pursuant to which a new entity, Ardent Leisure Group Limited (ACN 628 881 603) (ALG) acquired all of the shares in Ardent Leisure Limited and all of the units in the Ardent Leisure Trust (Transaction).
ALG commenced trading on the Australian Securities Exchange (ASX) on a deferred settlement basis on 30 November 2018 and then on a normal T+2 settlement basis on 27 December 2018 under the ticker code ‘ALG’.
On the Implementation Date, and after accounting for the share consolidation which occurred on the Implementation Date, eligible securityholders received one share in ALG in exchange for each stapled security held in Ardent Leisure Group (ASX:AAD).
AAD stapled securities ceased trading on the ASX on 29 November 2018 and AAD was removed from the Official List of ASX Limited on 31 December 2018.
ATO Class Ruling
The Australian Taxation Office has issued its class ruling regarding the income tax treatment for applicable securityholders of the Ardent Leisure Group corporatisation proposal. The proposal under which Ardent Leisure Group Limited became the head company of the group was implemented on 24 December 2018.
A copy of the Class Ruling CR 2019/15 – Income Tax: Ardent Leisure Group – Restructure is available here.
Historical Tax Information
The information contained below is historical information relating to stapled structure of Ardent Leisure Group (AAD).
Taxation implications for investors following Capital Reallocation
A summary and examples of the possible tax implications following the capital reallocation on 1 December 2014 can be found in this document.
Notice from managed investment trust and estimated tax components of the 26 June 2018 interim distribution
In order for custodians holding Ardent Leisure Group stapled securities on behalf of non-resident investors to apply an appropriate rate of non-resident withholding tax, the manager of Ardent Leisure Trust (the Trust) is required to publish a statement that the Trust is a managed investment trust for the purposes of Sub-division 12-H of the Taxation Administration Act 1953 for the particular year of income.
The Trust should also publish a statement clearly identifying each of the individual taxation components that make up the distribution.
If the Trust does not state compliance to Sub-division 12H on the distribution notice and does not issue any component information, custodians are required to deduct non-resident withholding tax over the entire distribution.
Ardent Leisure Management Limited, the responsible entity for Ardent Leisure Trust (“Trust”), declares that the Trust is a managed investment trust for the purposes of Subdivision 12-H of Schedule 1 of the Taxation Administration Act 1953, in respect of the income period ending 26 June 2018.
For the purpose of Section 12-415 of Schedule 1 of the Taxation Administration Act 1953 (Cth.) estimated tax components and a ‘fund payment’ amount for each distribution is advised to investors and announced to the ASX when distribution payments are made. However, Australian resident security holders should only use final tax components shown on the annual tax statement (usually issued to them in August each year) when completing their tax returns.
As detailed in the table below, the distribution for the period of 6.5 cents per stapled security from Ardent Leisure Trust includes a “Fund Payment” of 6.534219 cents per stapled security, pursuant to Subdivision 12-H of Schedule 1 of the Taxation Administration Act 1953.
|Component||Total cash distribution||Component subject to fund payment withholding||Component subject to other non-resident withholding|
|Foreign interest income||-||-||-|
|Foreign other Income||-||-||-|
|Discounted capital gain amount – TAP||2.400252||6.534219||-|
|Non discounted capital gain amount – TAP||-||-||-|
|Concessional capital gain amount||3.964557||-||-|
*All amounts shown as cents per stapled securityBack to top
Management Cost Statement
In accordance with the Corporations Act 2001 and in order to assist investors to understand the cost of their investment in Ardent Leisure Group, the manager of Ardent Leisure Trust publishes an annual statement of Management Costs.
Management Costs represent the total cost incurred by securityholders for their investment in the Group. They include costs such as base management fees, performance fees, registry, custody, accounting and other administrative fees. They do not include costs that would be incurred if an investor invested directly into the Group’s assets. These costs do not directly affect the market value of securityholders’ investments in the Group, although these costs reduce the income distributions paid and therefore may have an indirect impact on market value.
A history of total Management Costs is as follows:
|Average number of stapled securities (‘000s)||489,496|
|Total Management Costs||$1,652,676|
|Total Management Costs per stapled security||$0.00352|
|Total Management Costs for 1,000 stapled securities||$3.52|
Allocation of Cost Base
An Ardent Leisure Group (Ardent Leisure) stapled security comprises one unit in Ardent Leisure Trust (“Trust” or “ALT”), stapled to one share in Ardent Leisure Limited (“Company” or “ALL”). For CGT purposes, a unit in ALT and a share in ALL are two separate assets. If you disposed of your Ardent Leisure investment, you will need to do separate CGT calculations for each of your investments in ALT and ALL. This means that you will need to split each Ardent Leisure stapled security acquisition cost and sales proceeds between units in ALT and shares in ALL. The table below will help you to split your Ardent Leisure stapled security acquisition cost and sales proceeds between a unit in ALT and a share in ALL. This allocation has been determined by the relative net tangible asset value of ALT and ALL as compared to the total value of Ardent Leisure.
Allocation of cost base
|Period ended||New issue price||Distribution||Taxable amount||Tax deferred amount||Tax free amount||DRP issue price||Period end unit price|
|Ardent Leisure Trust|
|6 Jul 98||1.00(1)||-||-||-||-||-||-||-||-||-|
|31 Dec 98||4.70||1.58860||33.90||2.69451||57.33||0.41689||8.87||-||0.82|
|30 Jun 99||4.70||2.53080||44.40||2.73201||47.93||0.43719||7.67||0.7976||0.81|
|31 Dec 99||4.93||1.65697||33.61||2.83771||57.56||0.43532||8.83||0.8034||0.82|
|13 Jan 00||0.81(2)|
|30 Jun 00||5.57||0.26625||4.78||4.91218||88.19||0.39157||7.03||0.7858||0.81|
|31 Dec 00||3.30||1.53320||46.46||1.44050||43.65||0.32640||9.89||0.7078||0.74|
|30 Jun 01||3.70||1.90106||51.38||1.79894||48.62||-(3)||-(3)||0.5070||0.52|
|31 Dec 01||3.30||1.51110||45.79||1.78890||54.21||-(3)||-(3)||0.6415||0.67|
|30 Jun 02||3.70||1.05339||28.47||2.64661||71.53||-(3)||-(3)||0.6454||0.67|
|31 Dec 02||3.50||1.47665||42.19||2.02335||57.81||-(3)||-(3)||0.7000||0.70|
|30 Jun 03||4.00||1.49729||37.43||2.50271||62.57||-(3)||-(3)||0.7820||0.78|
|Period ended||Capital Reallocation||Dividend||Distribution||Taxable amount||Tax deferred amount||Tax free amount||Capital gain|
|DRP issue price||Period end security price|
|Ardent Leisure Group (4)|
|31 Dec 03||4.20||0.9575||0.97|
|30 Jun 04||5.00||1.0344||1.06|
|Year to 30 Jun 04||9.20||5.10600||55.50||3.96888||43.14||0.12512||1.36|
|31 Dec 04||5.20||1.6894||1.74|
|30 Jun 05||6.60||1.8481||1.97|
|Year to 30 Jun 05||11.80||10.40958||88.22||1.39042||11.78||-||-|
|31 Dec 05||7.00||2.3050||2.48|
|30 Jun 06||7.50||2.4021||2.50|
|Year to 30 Jun 06||14.50||9.48186||65.40||5.01814||34.60||-||-|
|31 Dec 06||8.00||2.9213||2.98|
|30 Jun 07||9.10||3.1894||3.30|
|Year to 30 Jun 07||17.10||13.19952||77.19||3.50226||20.48||0.39822||2.33|
|31 Dec 07||9.60||3.4168||3.49|
|30 Jun 08||10.00||1.5235||1.49|
|Year to 30 Jun 08||19.60||16.72845||85.35||2.09711||10.70||0.77444||3.95|
|31 Dec 08||6.50||0.9727||0.90|
|30 Jun 09||7.80||1.4048||1.415|
|Year to 30 Jun 09||14.30||8.19817||57.33||3.74274||26.24||2.34909||16.43|
|31 Dec 09||6.50||1.6826||1.705|
|30 June 10||4.25||0.9915||0.99|
|Year to 30 Jun 10||10.75||8.07288||75.10||1.29887||12.08||1.37825||12.82|
|31 Dec 10||6.50||0.9872||1.0150|
|30 Jun 11||5.00||1.2496||1.275|
|Year to 30 Jun 11||11.5||7.31867||63.6||4.18133||36.4||-||-|
|31 Dec 11||6.50||1.0073||1.02|
|30 Jun 12||5.20||1.2373|
|Year to 30 Jun 12||11.70||4.8482||41.4||6.8518||58.6||-||-|
|31 Dec 12||6.60||-||1.43|
|30 Jun 13||5.40||1.6841||1.715|
|Year to 30 Jun 13||12.00||3.7555||31.30||8.2445||68.70||-||-|
|31 Dec 13||6.80||-||2.01|
|30 Jun 14||6.20||2.6378||2.71|
|Year to 30 Jun 14||13.0||8.4273||64.83||4.5727||35.17|
|1 Dec 14||28.0 (5)|
|31 Dec 14||3.0||4.0||2.6389||2.92|
|30 Jun 15||5.5||2.1553||2.17|
|Year to 30 Jun 15||9.5||6.5673||69.13||2.9327||30.87||-||-|
|31 Dec 15||7.0||2.10670||2.26|
|30 Jun 16||5.5||1.9292||1.88|
|Year to 30 Jun 16||12.5||6.1897||49.52||6.3103||50.48|
|31 Dec 16||2.0||-||2.34|
|30 Jun 17||1.0||-||1.88|
|Year to 30 Jun 17||3.0||1.6114||53.71||-||-||1.3886||46.29|
|26 Dec 17||2.0||1.9775||1.98|
|26 Jun 18||6.5||1.9532||1.97|
|Year to 26 Jun 18||8.5||4.5354||53.32||-||-||3.9646||46.68|
(2) 1 for 5 Renounceable Rights Issue of units at $0.81 each
(3) Tax free amounts are now treated as tax deferred
(4) The Ardent Leisure Trust was restructured effective 1 July 2003 to form a stapled entity consisting of Ardent Leisure Trust and Ardent Leisure Limited.
(5) On 1 December 2014 the Group undertook a capital reallocation whereby $0.28 was reallocated from each unit in Ardent Leisure Trust to each corresponding share in Ardent Leisure Limited.