KAYDAV GROUP LIMITED - Finalisation announcement, salient dates and times and tax implications for KayDav shareholders

Finalisation announcement, salient dates and times and tax implications for KayDav shareholders

KAYDAV GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/038698/06)
JSE share code: KDV  ISIN: ZAE000108940
(“KayDav” or “the Company”)


FINALISATION ANNOUNCEMENT, SALIENT DATES AND TIMES AND TAX IMPLICATIONS FOR
KAYDAV SHAREHOLDERS IN RESPECT OF THE SCHEME AND DELISTING


KayDav shareholders are referred to the previous announcements released on SENS (the last of which was released on
20 January 2020) and to the circular issued to shareholders dated 9 December 2020 relating to the proposed delisting of
KayDav from the main board of the JSE by way of a scheme of arrangement in terms of section 114(1)(c) of the
Companies Act, No. 71 of 2008, as amended (the “Companies Act”), between KayDav and KayDav shareholders (the
“scheme”).

The scheme of arrangement will result in KayDav acquiring all of the KayDav shares held by KayDav shareholders,
excluding the Davidson Family Trust, Gary Davidson, Craig Dawson and Martin Slier, in exchange for:

-     a cash consideration of R1.41 per KayDav share (the “cash consideration”); or
-     a loan note, being the issue of one unlisted KayDav loan note for each KayDav share held at an issue price of
      R1.41 per loan note (“loan note”) (the “note consideration”), subject to a maximum of 14 184 397 loan notes
      (the “note consideration limitation”); or
-     a combination of the cash consideration and note consideration as elected by shareholders, subject to the note
      consideration limitation.

The board of directors of KayDav is pleased to announce that all outstanding conditions precedent to the scheme have
been fulfilled and the transaction is now wholly unconditional. As a result, the Takeover Regulation Panel has issued a
compliance certificate in terms of section 119(4) of the Companies Act.

Salient dates and times

The scheme and the delisting of KayDav will be implemented in accordance with the salient dates and times set out in
the announcement released on SENS on 9 December 2020.

Tax implications for KayDav shareholders

Shareholders who elected to receive the cash consideration are advised as follows:

-     the cash consideration of R1.41 per share will be funded out of contributed tax capital as to R0.66793 per share
      and reserves as to R0.74207 per share;
-     to the extent the offer price is paid out of reserves, it will constitute a dividend in terms of paragraph (b) of the
      definition of “dividend” contained in section 1 of the Income Tax Act No. 58 of 1962 (as amended);
-     the South African dividends tax rate is 20%;
-     the gross dividend portion per share acquired by KayDav pursuant to the scheme is R0.74207 per share for
      shareholders exempt from paying the dividends withholding tax;
-     the net dividend portion per share acquired by KayDav pursuant to the scheme is R0.59366 for shareholders liable
      to pay the dividends withholding tax;
-     KayDav’s issued share capital is 172 751 585 ordinary shares with a par value of R0.0001 each; and
-     KayDav’s tax reference number is 9154477161.

The tax treatment for KayDav shareholders participating in the scheme is dependent on the individual circumstances
and jurisdiction of such KayDav shareholders. It is recommended that if KayDav shareholders are uncertain about the
tax treatment of the receipt of the cash consideration, they seek appropriate advice in this regard.

The independent board and KayDav Board responsibility statement

The independent board and KayDav Board (to the extent that the information relates to KayDav) collectively and
individually accept responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to KayDav is true and this announcement
does not omit anything that is likely to affect the import of such information.

5 February 2021


Corporate advisor and sponsor
Java Capital
Date: 05-02-2021 05:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.