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KAP INDUSTRIAL HOLDINGS LIMITED - Finalisation Announcement in respect of proposed Claw-back Offer to KAP Shareholders

Release Date: 17/11/2016 11:41
Code(s): KAP     PDF:  
Wrap Text
Finalisation 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”)


FINALISATION   ANNOUNCEMENT    IN   RESPECT   OF   PROPOSED    CLAW-BACK    OFFER   TO   KAP
SHAREHOLDERS

Shareholders are referred to the announcement released by the Company on SENS on
31 October 2016 and published in the press on 1 November 2016 advising
shareholders that the Company intends to undertake a renounceable claw-back offer
to raise R1.5 billion, before expenses (“Claw-back Offer”). In terms of the Claw-
back Offer, the Company will offer 197 368 421 ordinary shares (“Claw-back
Shares”) to KAP shareholders at a subscription price equal to the volume weighted
average trading price of the Company on 28 October 2016, being R7.60 per Claw-back
Share, 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.

In addition, shareholders are advised that on 1 November 2016, KAP and Ainsley
Holdings Proprietary Limited, a wholly-owned subsidiary of Steinhoff International
Holdings N.V., concluded a subscription agreement, which agreement is supported by
irrevocable undertakings from Allan Gray Proprietary Limited (“Allan Gray”) and
Public Investment Corporation SOC Limited (collectively referred to as “the
Subscribers”), providing for the subscription by the Subscribers* of 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, subject to a subscription fee of 4% on the
Subscription Amount (“Subscription Agreement”).

Shareholders are further advised that the Company has received formal approval for
the Claw-back Offer circular (“Circular”) from the Issuer Regulation Division of
the JSE Limited and, accordingly, the Claw-back Offer will be implemented in
accordance with the salient dates and times set out below, which are the same as
those published on 31 October 2016.

*In the case of Allan Gray, such subscription shall be in its capacity as investment manager
and 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.


SALIENT DATES AND TIMES
                                                                                            2016

Last day to trade in KAP Shares in order to participate in
the Claw-back Offer (cum entitlement) and the Circular made
available on KAP’s website ( www.kap.co.za ) on                           Tuesday, 22 November

Listing of and trading in the Letters of Allocation on the
JSE commences at 09:00 under the JSE code KAPN and ISIN
ZAE000231247 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.

CLAW-BACK OFFER CIRCULAR
The Circular containing full details of the Claw-back Offer and a Form of
Instruction in respect of a letter of allocation reflecting the Entitlement of KAP
shareholders to the Claw-back Shares, will be posted to certificated shareholders
on Thursday, 24 November 2016.

The Circular will be posted to dematerialised shareholders on Tuesday, 29 November
2016.

The Circular will be available for viewing on KAP’s website at www.kap.co.za from
Tuesday, 22 November 2016.


17 November 2016
Stellenbosch


Transaction Advisor and Sponsor to KAP
PSG Capital Proprietary Limited

Date: 17/11/2016 11:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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