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BK ONE LIMITED - Suspension of listing

Release Date: 27/11/2015 14:45
Code(s): BK1P     PDF:  
Wrap Text
Suspension of listing

BK One Limited
Incorporated in the Republic of South Africa
Registration Number: 2011/008103/06
Preference Share Code: BK1P
ISIN: ZAE000161352
(“BK One” or “the Company”)

Suspension of listing

BK One shareholders are advised that the board of directors of BK One (“the board”) has
initiated discussions with the JSE Limited (“JSE”) regarding the suspension of the listing of BK
One’s preference shares on the JSE (“the suspension”).

In this regard, shareholders are referred to BK One’s annual financial statements for the
period ended 28 February 2015 (“annual financial statements”), the operational update and
cautionary announcement and the trading statement released on SENS on 7 October 2015
and 16 October 2015 respectively.

The board in consultation with the Company’s auditors, legal advisors and sponsor, have now
determined that they are not in a position to release the Company’s interim results for the six
months ended 31 August 2015 (“interim results”) on a “going concern” basis due to the risks
as fully set out in the annual financial statements having materialised. This will result in the
preparation of BK One’s interim results on a “liquidation” basis and as a result, BK One will
not be in a position of comply with the requirements of IFRS.

In addition, the following developments have taken place:

1.     The Company’s three largest shareholders are unable to support the Company as the largest
       shareholder has been placed under administration in the Bailiwick of Guernsey and cannot
       make any funding decisions on any of it investments, the second largest shareholder of the
       Company is in the process of being dissolved (and its shares in the Company being distributed
       to several shareholders) and the third largest shareholder has indicated that they wish to
       disinvest from the Company.

2.     The Company has, in close conjunction with the boards of its underlying investments,
       investigated several options to sell its shareholding in its underlying investments however
       having regard to the funding constraints being experienced by the said investments, the
       possibility of any such trade sale is presently remote.

3.     The Company has furthermore restructured those parts of its operations that are capable of
       restructuring. These efforts have been finalised and include significant reduction of non-
       executive director fees, renegotiation of secretarial functions and the elimination of any
       expenses not deemed core to the Company’s function.

4.     Negotiations have been on-going with the Company’s largest and significant creditor in order
       to settle the amount due to them through the issue of preference shares. The authority to issue
       such shares was however not supported by the Company’s preference shareholders at the
       most recent Annual General Meeting and as such, this alternative is no longer an option. This
       has further constrained the Company’s ability to raise funds, such ability already being heavily
       constrained by the issues being experienced by shareholders and funders of the Company and
       its underlying investments.

5.     Until recently, the Company had made significant progress in securing a third party guarantee
       for the claim of its largest trade creditor through the pledge of shares by its second largest
       preference shareholder however such shareholder chose to withdraw from these discussions
       at a late stage and has taken the decision to dissolve in the interim.

       The Company is of the view, and has obtained advice to this effect, that it has a possible claim
       against some of the directors and shareholders of the second largest shareholder, however
       the Company is not in a position to pursue any action in this regard as a result of the costs
       associated with protracted legal action.

As a result of the developments referred to above the JSE has agreed to the suspension with
immediate effect.

Cape Town

27 November 2015

Nedbank Corporate and Investment Banking

Date: 27/11/2015 02:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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