KAP INDUSTRIAL HOLDINGS LIMITED - General Repurchase And Cancellation Of Ordinary Shares

General Repurchase And Cancellation Of Ordinary Shares

KAP INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
Share code: KAP
ISIN: ZAE000171963
(“KAP” or “the Company”)

GENERAL REPURCHASE AND CANCELLATION OF ORDINARY SHARES

At the annual general meeting of the Company held on 18 November 2020 (“AGM”),
shareholders, by special resolution, granted a general authority to the board of directors of the
Company (“Board”) to repurchase up to 10% of the issued ordinary shares of the Company
as at the date on which the authority was granted, i.e. 260 713 723 ordinary shares, on the
terms and subject to the conditions as specified in the notice of the AGM.

Shareholders are hereby advised that, in terms of the abovementioned approval, between
4 January 2021 up to and including 25 February 2021, the Company repurchased an
aggregate of 39 935 765 ordinary shares of no par value, representing 1.53% of the issued
ordinary shares of the Company as at the date on which the authority was granted. As was
disclosed on the Stock Exchange News Service (“SENS”) during the afore-mentioned period,
the ordinary shares were repurchased for an aggregate value of R156 600 399.78, funded out
of the Company’s available cash resources.

The repurchases were effected in the open market through the order book operated by the
JSE Limited (“JSE”) trading system without any prior understanding or arrangement between
the Company and the counterparties and the requirements for a general repurchase of
ordinary shares in terms of paragraph 5.72 of the JSE Listings Requirements, having been
complied with. The Company notified the JSE of its intention to repurchase securities of the
Company during a prohibited period through a single independent agent and has accordingly
complied with the JSE Listings Requirements in this regard.

In terms of the current general authority, which is valid until the Company’s next annual
general meeting, The Company may repurchase up to a further 220 777 958 ordinary shares,
equating to 8.47% of the ordinary shares in issue as at the date on which the authority was
granted.

Details of the repurchases made under the repurchase programme up to date are as follows:

   Aggregate number          Highest price per        Lowest price per        Aggregate value
   of ordinary shares        ordinary share           ordinary share
   repurchased               repurchased              repurchased
   39 935 765                R4.50                    R3.06                   R156 600 399.78

KAP has cancelled the 39 935 765 repurchased shares with effect from 12 March 2021.

The impact of the repurchases of the ordinary shares on the financial position of the Company
is immaterial.

KAP currently holds 36 000 000 issued ordinary shares in treasury via a wholly owned
subsidiary KAP Corporate Services (Pty) Ltd, which equates to 1.40% of the total number of
issued ordinary shares of KAP.
OPINION OF THE BOARD

On the date of the AGM, the Board considered the effect of a 10% repurchase on the Company
and was of the opinion that, for a period of 12 months following the date of the repurchase
(“Distribution”):

-    the Company and its subsidiaries (“the Group”) would collectively be able to pay their
     debts as they become due in the in the ordinary course of business;
-    the assets of the Group, as fairly valued, exceed the liabilities of the Group, as fairly
     valued, which assets and liabilities have been measured in accordance with the
     accounting policies used in the preparation of the most recent balance sheet of the
     Company in compliance with the recognition and measurement criteria of IFRS;
-    the share capital and reserves and working capital of the Group will be adequate for the
     ordinary business purposes of the Group;
-    all relevant conditions and restrictions relating to a Distribution contained in the
     memorandum of incorporation of the Company have been satisfied; and
-    the Company has applied the solvency and liquidity test as contemplated in section 4 of
     the Companies Act, No. 71 of 2008 and reasonably conclude that the Group will satisfy
     the test immediately after completing the proposed Distribution.

Since satisfaction of the solvency and liquidity test at the AGM on 18 November 2020, there
have been no material changes to the financial position of the Group.

By order of the Board
KAP Secretarial Services Proprietary Limited

Stellenbosch
12 March 2021

Sponsor
PSG Capital

Date: 12-03-2021 03:00:00
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