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Declaration Announcement in respect of proposed Claw-back Offer to KAP Shareholders
KAP Industrial Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1978/000181/06
Share Code: KAP
ISIN: ZAE0000171963
(“KAP” or “the Company”)
DECLARATION ANNOUNCEMENT IN RESPECT OF PROPOSED CLAW-BACK OFFER TO KAP
SHAREHOLDERS
1. INTRODUCTION
Shareholders are hereby advised that the KAP board has resolved to
undertake a renounceable claw-back offer to KAP shareholders (“Claw-
back Offer”). To this end, KAP will enter into a subscription agreement
with the following parties (“Subscription Agreement”):
- Ainsley Holdings Proprietary Limited, a wholly-owned subsidiary of
Steinhoff International Holdings N.V.;
- Public Investment Corporation SOC Limited; and
- Allan Gray Proprietary Limited (“Allan Gray”),
collectively referred to as “the Subscribers”. The Subscribers* will
subscribe for the shares under the Claw-back Offer on a pro-rata basis,
based on their existing holdings in KAP.
The purpose of the proposed Claw-back Offer is to provide KAP with
additional capital to contribute to the financing of the Company’s
various expansion activities and in order to maintain a healthy capital
structure to facilitate future growth of the Company.
*In the case of Allan Gray, such subscription shall be in its capacity as agent, for
and on behalf of its clients, as such holdings are beneficially held by Allan Gray’s
clients and not by Allan Gray as principal.
2. TERMS OF THE CLAW-BACK OFFER
In terms of the Claw-back Offer, the Company will offer 197 368 421
ordinary shares to KAP shareholders at a subscription price equal to the
volume weighted average trading price of the Company as at 28 October
2016, being R7.60 per share (“Claw-back Shares”), to raise an amount of
R1.5 billion, before expenses, in the ratio of 8.07368 Claw-back Shares
for every 100 ordinary shares held (“Entitlement”) on the record date of
the Claw-back Offer, being Friday, 25 November 2016.
The implementation of the Claw-back Offer is conditional upon the approval
thereof by the JSE Limited (“the JSE”).
The Claw-back Shares will, upon allotment and issue, rank pari passu with
all other existing KAP shares.
The Claw-back Offer will not include the right for shareholders to apply
for excess Claw-back Shares.
3. SALIENT DATES AND TIMES
The salient dates and times of the Claw-back Offer are as follows:
2016
Finalisation announcement released on SENS Thursday, 17 November
Last day to trade in KAP Shares in order to
participate in the Claw-back Offer (cum entitlement) Tuesday, 22 November
Listing of and trading in the Letters of Allocation on
the JSE commences at 09:00 on Wednesday, 23 November
KAP Shares commence trading ex-Claw-back Entitlement
on the JSE at 09:00 on Wednesday, 23 November
Claw-back Shares allotted to the Subscribers and
Subscription Amount paid to KAP in terms of the
Subscription Agreement Wednesday, 23 November
Circular posted to Certificated Shareholders together
with a Form of Instruction Thursday, 24 November
Record Date for the Claw-back Offer Friday, 25 November
Claw-back Offer opens at 09:00 on Monday, 28 November
Certificated Shareholders will have their Letters of
Allocation credited to an electronic account held at
the Transfer Secretaries Monday, 28 November
Dematerialised Shareholders will have their accounts
at their CSDP or Broker credited with their
Entitlement Monday, 28 November
Circular posted to Dematerialised Shareholders (where
applicable) on Tuesday, 29 November
Last day for trading Letters of Allocation on the JSE Tuesday, 6 December
Form of Instruction lodged by Certificated
Shareholders wishing to sell all or part of their
Entitlement at the Transfer Secretaries by 12:00 Tuesday, 6 December
Listing of Claw-back Shares and trading therein on the
JSE commences Wednesday, 7 December
Claw-back Offer closes at 12:00. Payment to be made
and Form of Instruction lodged by Certificated
Shareholders wishing to renounce or subscribe for all
or part of the Entitlement at the Transfer Secretaries
on Friday, 9 December
Record Date for the Letters of Allocation Friday, 9 December
Claw-back Shares issued and posted to Shareholders in
certificated form (where applicable) on or about Monday, 12 December
Claw-back Shares not subscribed for in terms of the
Claw-back Offer, issued to the Subscribers on Monday, 12 December
CSDP or Broker accounts of Dematerialised Shareholders
updated with Claw-back Shares and debited with any
payments due on Monday, 12 December
Results of Claw-back Offer announced on SENS Monday, 12 December
Refunds to the Subscribers in terms of Claw-back
Shares taken up by Shareholders on Wednesday, 14 December
Notes:
1. Unless otherwise indicated, all times indicated above are South African times.
2. Shareholders may not dematerialise or rematerialise their shares between Wednesday,
23 November 2016 and Friday, 25 November 2016, both dates inclusive.
4. CLAW-BACK OFFER CIRCULAR
A circular containing full details of the Claw-back Offer and
incorporating a form of instruction in respect of a letter of allocation
reflecting the Entitlement of KAP shareholders to the Claw-back Shares
(“Letter of Allocation”), will be posted to shareholders in due course
(“Circular”).
The Letters of Allocation are negotiable and will be listed on the JSE
under the share code KAPN and ISIN ZAE000231247. The Claw-back Shares
cannot be traded before such shares are listed on the JSE.
Shareholders are referred to the Circular for the procedures for
acceptance, sale or renunciation of their Entitlement to the Claw-back
Shares.
5. JURISDICTION
All transactions arising from the provisions of the Circular shall be
governed by and be subject to the laws of South Africa. The Claw-back
Offer may be affected by the laws of the relevant jurisdictions of
foreign KAP shareholders. Such foreign shareholders should inform
themselves about and observe any applicable legal requirements of such
jurisdictions in relation to all aspects of the Circular that may affect
them, including the Claw-back Offer. It is the responsibility of any
foreign KAP shareholder to satisfy himself/herself as to the full
observation of the laws and regulatory requirements of the relevant
jurisdiction in connection with the Claw-back Offer, including the
obtaining of any governmental, exchange control or other consent or the
making of any filings which may be required, the compliance with other
necessary formalities, the payment of any issue, transfer or other taxes
or requisite payments due in such jurisdiction. The Claw-back Offer is
further subject to any other applicable laws and regulations, including
the Exchange Control Regulations. Any foreign KAP shareholder who is
in doubt as to his/her position, including, without limitation, his/her
tax status, should consult an appropriate independent professional
advisor in the relevant jurisdiction without delay.
6. SUBSCRIPTION AGREEMENT
In terms of the Subscription Agreement, the Subscribers have committed
to fully subscribe for all 197 368 421 Claw-back Shares at the
subscription price of R7.60 per Claw-back Share for a total
consideration amount of R1.5 billion (“Subscription Amount”) in
proportion to their existing holdings in KAP and subject to a
subscription fee of 4% on the Subscription Amount.
The allotment of Claw-back Shares to the Subscribers will be effected
upon payment of the Subscription Amount to KAP. The Claw-back Shares
not subscribed for by KAP shareholders will be issued to the Subscribers
on Monday, 12 December 2016 and any refunds to the Subscribers for the
actual Claw-back Shares taken up by such shareholders, will be dealt
with accordingly.
31 October 2016
Stellenbosch
Sponsor to KAP
PSG Capital Proprietary Limited
Date: 31/10/2016 09:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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