Ramelius Acquisition Triggers Partial CGT Rollover for Spartan Shareholders

Background to the Acquisition

On 31 July 2025, Ramelius Resources Limited completed its acquisition of Spartan Resources Limited through a Scheme of Arrangement approved by Spartan shareholders and sanctioned by the Supreme Court of Western Australia. Spartan shareholders received a combination of cash and Ramelius shares in exchange for their Spartan holdings, marking a significant consolidation in the Australian gold mining sector.

ATO's Class Ruling and Its Implications

The Australian Taxation Office (ATO) has now issued Class Ruling 2025/55, providing authoritative guidance on the capital gains tax (CGT) consequences for Spartan shareholders. The ruling confirms that the disposal of Spartan shares in this transaction constitutes a CGT event occurring on the implementation date, 31 July 2025.

Shareholders received $0.25 cash per Spartan share plus 0.6957 Ramelius shares for each Spartan share surrendered. The ruling allows shareholders who made a capital gain to elect partial scrip-for-scrip rollover relief. This means they can defer CGT on the portion of the gain attributable to the Ramelius shares received, while any gain linked to the cash component remains immediately taxable.

Navigating Cost Base and Acquisition Dates

For those electing rollover relief, the cost base of the new Ramelius shares will be adjusted to reflect the cost base of the original Spartan shares, less the portion attributable to the cash received. Importantly, the acquisition date for the Ramelius shares is treated as the original acquisition date of the Spartan shares for discount capital gains purposes, potentially benefiting long-term shareholders.

Conversely, shareholders who do not or cannot elect rollover relief must recognize any capital gain or loss immediately and calculate the cost base of their Ramelius shares based on the market value at the time of the scheme's implementation.

Special Considerations for Foreign and Other Shareholders

The ruling also addresses foreign resident shareholders, noting that those whose Spartan shares are not taxable Australian property generally disregard capital gains or losses from the disposal. However, eligibility for rollover relief depends on whether the replacement Ramelius shares qualify as taxable Australian property.

Additionally, shareholders who acquired Spartan shares through employee share schemes or are subject to financial arrangement rules are excluded from the ruling's application, underscoring the importance of personalized tax advice.

Looking Ahead

This ruling provides much-needed clarity for Spartan shareholders navigating the tax implications of the acquisition. As the integration of Spartan into Ramelius progresses, shareholders must carefully consider their rollover relief options and consult tax professionals to optimize their tax positions.