KAP INDUSTRIAL HOLDINGS LIMITED - Distribution of Circular

Release Date: 08/06/2018 17:05
Code(s): KAP
 
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Distribution of Circular

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”)

DISTRIBUTION OF CIRCULAR

INTRODUCTION

Shareholders are referred to KAP’s SENS announcement dated 18 May 2018 in terms of
which it was announced that agreement had been reached between KAP, The Sakhumzi
Foundation Empowerment Trust and the FWG Pieters Trust in respect of the sale of 45% of
Unitrans Supply Chain Solutions Proprietary Limited (“B-BBEE Transaction”). The B-BBEE
Transaction requires the provision of financial assistance to certain entities and indirectly to
certain directors associated with such entities and their shareholders. Accordingly, KAP
wishes to obtain a specific authority from its shareholders by proposing a special resolution in
terms of section 60 of the Companies Act No. 71 of 2008 (“Companies Act”) in order to
authorise the board of directors of KAP to provide such direct or indirect financial assistance
in terms of section 44 and section 45 of the Companies Act (“Proposed Financial Assistance
Resolution”).

DISTRIBUTION OF CIRCULAR AND NOTICE FOR OBTAINING WRITTEN APPROVAL
FROM SHAREHOLDERS

Details of the B-BBEE Transaction and the Proposed Financial Assistance Resolution are
contained in a circular that has been distributed to shareholders today (“Section 60 Circular”).
The Proposed Resolution is presented to shareholders in terms of section 60 of the
Companies Act for their consideration and written approval. Shareholders are requested to
vote on the Proposed Financial Assistance Resolution in accordance with the instructions
contained on page 3 of the Section 60 Circular.

The Section 60 Circular is available in English only. Copies may be obtained from the
registered office of KAP and KAP’s transfer secretaries, Computershare Investor Services
Proprietary Limited. A copy of the Section 60 Circular will also be made available on KAP’s
website (www.kap.co.za) today.

IMPORTANT DATES AND TIMES

Shareholders are referred to the table below setting out important dates and times in relation
to voting on the Proposed Financial Assistance Resolution.

                                                                                         2018

Record date to determine which shareholders are entitled to                    Friday, 1 June
receive the Section 60 Circular

Circular posted to shareholders on                                             Friday, 8 June

Deemed date of receipt of the Section 60 Circular                              Friday, 15 June

Last day to trade shares for voting purposes                                   Tuesday, 3 July

Record date for voting purposes                                                Friday, 6 July

Closing date for voting on the Proposed Financial Assistance                   Friday, 13 July
Resolution

Results of the voting to be released on SENS                                   The business day on
                                                                               which the Proposed
                                                                               Financial Assistance
                                                                               Resolution has been
                                                                               adopted or rejected

Posting of statement describing the results of the vote                        Within 10 business days
                                                                               after the
                                                                               adoption/rejection of the
                                                                               Proposed Financial
                                                                               Assistance Resolution
Notes:

 1.   Dates and times are subject to potential changes. Any such changes will be released on
      SENS.
 2.   In order for the Proposed Financial Assistance Resolution to be adopted, at least 75%
      of all the voting rights exercised on the Proposed Financial Assistance Resolution, must
      have been exercised in favour of the Proposed Financial Assistance Resolution within
      20 business days after the Proposed Financial Assistance Resolution was submitted to
      shareholders. Notwithstanding, the Proposed Financial Assistance Resolution shall
      become adopted and effective as soon as the voting rights exercised in favour thereon
      equate to 75% of all voting rights that were entitled to be exercised on the Proposed
      Financial Assistance Resolution, which may be sooner than the closing date as set out
      above.

Stellenbosch
8 June 2018

Sponsor and Corporate Adviser

PSG Capital

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