Nolands Advises on 18% Individual and 22.4% Company CGT Risk as Base Cost Drops to Zero

Anton Gillis, CEO, HAMAC

Understanding the full weight of what is now due — and the steps required to protect whatever value remains — is no longer optional. It is urgent.

The CGT trap hiding in plain sight

The capital gains tax exposure sitting at the end of this five-year tunnel is significant and non-negotiable. On disposal, the investor's base cost is reduced to zero, meaning CGT is payable on the full proceeds received regardless of whether the underlying investment generated a meaningful return.

According to international advisory and legal firm Nolands, for an individual in the highest marginal bracket, the effective CGT rate on those full proceeds is 18%; for companies, it is 22.4%. The upfront tax saving was always a loan from the future, not a gift.

Even where a hotel has underperformed, occupancy has been weak, and the asset has not appreciated, the investor still owes SARS a material portion of their total exit proceeds.

That future has now arrived.

No exit, no market, no easy answers

Compounding the CGT reality is a discovery most 12J hospitality investors are making right now: there is no functioning secondary market for these shares.

South Africa's private equity industry has only recently begun developing secondaries infrastructure at all, with the country's first dedicated secondaries fund launching in early 2025 specifically to address the illiquidity challenge facing maturing 12J investments.

For hospitality-specific vehicles, the problem is more acute still. A forced sale of the underlying hotel property to unlock capital means entering the market as a known distressed seller, accepting a steep discount, and still paying CGT on the full proceeds from a zero base cost.

A passive investment framework was applied to one of the most capital-intensive, operationally complex, and illiquid asset classes available — and the structural flaw that was hiding in plain sight from the beginning has now become unavoidable.

What investors must do before accepting any exit proposal

Five years of opaque management, deferred maintenance, and misaligned incentives mean that the numbers investors are currently being shown are unlikely to tell the full story.

Before accepting any proposed rollover, recapitalisation, or sale, investors must insist on a comprehensive independent picture of the asset's true position.

That means obtaining:

• Independent property valuations to establish what the asset is actually worth;• Capital expenditure assessments to determine what it will cost to bring the property up to standard;• FF&E reserve fund audits to confirm whether basic maintenance provisions were ever made;• Related-party fee disclosures to quantify how much value was extracted by insiders;• Operator performance reviews benchmarked against what comparable hotels are actually achieving; and• Fire, life and safety compliance audits to determine whether the property is even insurable and brandable in its current state.

Without this baseline, investors cannot negotiate, cannot price a sale, and cannot make an informed decision about whether to exit or hold.

Operating reality now determines the exit

The investors who will recover value from these distressed assets are those with the operational depth to walk into an underperforming property and understand immediately why it is underperforming.

Running a hotel is a craft. Revenue management alone — knowing when to hold rate, when a corporate segment is cannibalising a leisure mix, how to read a forward booking curve with conviction rather than panic — requires years of hard-won intuition that no spreadsheet model can replicate.

Peer-reviewed research on South African hotel funding has confirmed that the sector's unique operational risk profile makes it fundamentally distinct from other property asset classes, and that the rise of generalist investors entering hospitality without specialist knowledge has created structural performance challenges that experienced operators have historically avoided.

The investors who poured capital into Section 12J hospitality vehicles did not set out to build great hotels. They set out to reduce their tax bills. Hotel assets without experienced operators behind them do not run themselves towards value creation. They drift.

And by the time the lock-in expires and investors want out, they are attempting to sell an underperforming asset in a thin market against a tax liability calculated on full proceeds from a zero base, into a buyer pool that knows exactly how distressed the situation is.

The tax benefit created the entry. Operating reality now determines the exit, and only those equipped to interpret that reality accurately will recover what remains.