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General Repurchase Of Ordinary Shares
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”)
GENERAL REPURCHASE OF ORDINARY SHARES
At the annual general meeting of the Company held on 13 November 2019 (“AGM”),
shareholders, by special resolution, granted a general authority to the board of directors of the
Company (“Board”) to repurchase up to 10% of the issued ordinary shares of the Company
as at the date on which the authority was granted, i.e. 270 413 723 ordinary shares, on the
terms and subject to the conditions as specified in the notice of the AGM.
Shareholders are hereby advised that, in terms of the abovementioned approval, between 15
November 2019 and 24 February 2020, the Company repurchased an aggregate of 83 579
648 ordinary shares, representing 3.09% of the issued ordinary shares of the Company as at
the date on which the authority was granted. The afore-mentioned ordinary shares were
repurchased for an aggregate value of R317 251 790.07, funded out of the Company’s
available cash resources.
The repurchases were effected through the order book operated by the JSE Limited (“JSE”)
trading system without any prior understanding or arrangement between the Company and
the counterparties and the requirements for a general repurchase of ordinary shares in terms
of paragraph 5.72 of the JSE Listings Requirements, having been complied with. Shares
purchased during KAP’s closed period were acquired in terms of a repurchase programme
that had been registered with the JSE prior to commencement of the prohibited period.
In terms of the current general authority, which is valid until the Company’s next annual
general meeting, the Company may repurchase up to a further 186 834 075 ordinary shares,
equating to 6.91% of the ordinary shares in issue as at the date on which the authority was
granted. The Company intends to repurchase an additional 8 227 642 ordinary shares under
the current programme.
Details of the repurchases made under the repurchase programme up to date are as follows:
Aggregate number Highest price per Lowest price per Aggregate value
of ordinary shares ordinary share ordinary share
repurchased repurchased repurchased
83 579 648 R4.53 R2.96 R317 251 790.07
KAP has cancelled 40 853 958 shares under the repurchase programme and will continue to
cancel ordinary shares from time to time acquired under its on-going repurchase programme.
The impact of the repurchases of the ordinary shares on the financial position of the Company
is immaterial, as the repurchases were funded out of the Company’s available cash resources.
The following shares were repurchased between 6 September 2019 and 12 November 2019
under the shareholders’ authority obtained at the 2018 annual general meeting and 5 192 710
of these shares have been cancelled:
Aggregate number Highest price per Lowest price per Aggregate value
of ordinary shares ordinary share ordinary share
repurchased repurchased repurchased
41 192 710 R5.40 R4.28 R199 215 367.58
As at the date of this announcement, the Company, through a wholly-owned subsidiary, holds
36 000 000 ordinary shares in treasury.
OPINION OF THE BOARD
On the date of the AGM, the Board considered the effect of a 10% repurchase on the Company
and was of the opinion that, for a period of 12 months following the date of the repurchase:
- the Company and its subsidiaries (“the Group”) would be able, in the ordinary course
of business, to repay their debts;
- the consolidated assets of the Company and the Group would be in excess of the
consolidated liabilities of the Company and the Group;
- the Company’s and the Group’s share capital and reserves would be adequate for the
ordinary business purposes of the Company and the Group; and
- the Company and the Group would have sufficient working capital for ordinary business
purposes.
Since satisfaction of the solvency and liquidity test on the afore-mentioned date, there have
been no material changes to the financial position of the Group.
By order of the Board
KAP Secretarial Services Proprietary Limited
Stellenbosch
25 February 2020
Sponsor
PSG Capital
Date: 25-02-2020 03:00:00
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