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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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