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KLG
KLG
KLG - Kelgran - Mandatory offer by National Pride Trading 245 (Pty) Limited
KELGRAN LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1975/004595/06)
Share code: KLG & ISIN: ZAE000003885
("Kelgran" or "the company")
MANDATORY OFFER BY
NATIONAL PRIDE TRADING 245 (PTY) LIMITED
TO THE KELGRAN MINORITY SHAREHOLDERS
Background
Shareholders are referred to the announcement dated 2 May 2007 notifying them
that an agreement had been signed between Mycom South Africa (Pty) Limited and
Skywin Asia Investment Limited ("the vendors") and National Pride Trading 245
(Pty) Limited ("the purchaser") in terms of which the purchaser acquired 71 904
100 Kelgran shares (representing a 84.2% interest in the company) and all claims
the vendors have against the company for a consideration of 1.5 cents per
Kelgran share ("the acquisition"). As a result of the acquisition, the purchaser
is required to extend a mandatory offer to the remaining shareholders of Kelgran
("the minority shareholders") to acquire their Kelgran shares on the same terms
as they acquired the shares from the vendors ("the offer").
Adjustment to the offer price
In terms of the agreement, the basis of calculation of the purchase price
payable by the purchaser to the vendors is subject to adjustment based on the
final cash balance available to the company at the date of implementation of the
acquisition. The company`s auditors have now confirmed the final cash balance
and as a result thereof the offer price has been increased from 1.5 cents per
share to 2.2 cents per share.
Salient dates and times
2007
Set out below are salient dates and times pertaining
to the offer:
Circular posted to Kelgran shareholders on Wednesday, 6 June
Opening of the offer at 09:00 on Wednesday, 6 June
Last day to trade on Friday, 22 June
Shares trade "ex" offer on Monday, 25 June
Record date at 12:00 on Friday, 29 June
Results of the offer released on SENS on Monday, 2 July
Results of the offer published in the press on Tuesday, 3 July
CSDP or broker accounts to be updated and credited Within five business
days of the receipt by
the transfer secretaries
of valid acceptances of
the offer
Cheques to be posted to certificated shareholders Within five business days
who have accepted the offer and submitted their of receipt of valid
documents of title before the closing date acceptances of the offer
Note:
The abovementioned dates and times are subject to change. Any such change will
be released on SENS and published in the press.
Since the company has been a cash company since March 2006, should fail to enter
into an agreement and make an announcement relating to the acquisition of viable
assets that certify the conditions for listing as set out in Section 4 of the
Listing Requirements within three months from the date thereof, the listing of
the company will be suspended and terminated.
Johannesburg
1 June 2007
Sponsor and independent advisor to Kelgran
BRIDGE CAPITAL
Reporting accountants and auditors to Kelgran
KPMG
Attorneys to Kelgran
JARVIS ATTORNEYS
Legal advisor to National Pride
Fluxmans Attorneys
Website: www.fluxmans.com
Fluxmans Inc. Registration No: 2000/024775/21
Date: 01/06/2007 16:55:50 Produced by the JSE SENS Department.
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