| Thu 18 Dec 2008, 12:00 | | KWS - Kwikspace Modular Buildings Limited - Salient dates announcement |
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KWS
KWS
KWS - Kwikspace Modular Buildings Limited - Salient dates announcement
Kwikspace Modular Buildings Limited
(Formerly Kwikspace Modular Buildings (Proprietary) Limited)
Incorporated in the Republic of South Africa
(Registration Number 1997/008959/06)
ISIN: ZAE000104287 Share Code: KWS
("Kwikspace")
SALIENT DATES ANNOUNCEMENT
1. Introduction
Shareholders of Kwikspace ("shareholders") are referred to the
announcement published on SENS on 20 November 2008 in which shareholders
were advised that a consortium of private equity investors consisting of
Absa Capital Private Equity (Proprietary) Limited, Vantage Capital
Kwikspace Investments (Proprietary) Limited ("Vantage") and Kwikspace
Management (collectively the "Consortium"), acting through Clidet No 803
(Proprietary) Limited ("Clidet No 803"), has submitted to the board of
directors of Kwikspace ("Board") a firm intention to make an offer to
shareholders to acquire their Kwikpsace shares excluding the shares held
by Vantage and certain of Kwikspace Management`s shares ("Offer").
The Offer will be implemented by way of a scheme of arrangement proposed by
the Consortium between Kwikspace and the shareholders, other than Vantage,
in terms of section 311 of the Companies Act (No 61 of 1973, as amended)
("the Scheme").
The Scheme will be subject to the suspensive conditions detailed in
paragraph 2 below.
2. Suspensive conditions
The Scheme is subject to and will only become operative upon the fulfilment
or, where applicable, waiver by Clidet No 803, as the case may be, of the
following suspensive conditions:
* on or before 30 April 2009, the Scheme having been approved by the
requisite majority of the holders of Scheme shares registered as such
on the record date for voting, in terms of section 311(2) of the
Companies Act;
* on or before 30 April 2009, the Scheme having been sanctioned by the
Court in terms of section 311(2) of the Companies Act;
* on or before 30 April 2009, a certified copy of the order of Court
sanctioning the Scheme having been registered by the Registrar of
Companies ("the Registrar") in terms of section 311(6)(a) of the
Companies Act;
* on or before 30 April 2009, Clidet No 803 having received approval for
the delisting of all the Kwikspace shares from the JSE Limited ("the
JSE") on implementation of the Scheme;
* Clidet No 803 receiving written confirmation from the Board to Clidet
No 803`s satisfaction, that no material adverse change ("MAC") has
arisen between 20 November 2008 and the day immediately preceding the
date on which the order of Court sanctioning the Scheme is registered
with the Registrar and no MAC having arisen between 20 November 2008
and the day immediately preceding the date on which the order of court
sanctioning the Scheme is registered with the Registrar, and for the
purposes of this condition, a MAC shall mean the occurrence of any
event or act which will have, or is reasonably likely to have, during
the 12 month period beginning on 20 November 2008 (individually or in
aggregate), any of the following effects on Kwikspace (i) a reduction
in the earnings before interest, tax, depreciation and amortisation
("EBITDA") of Kwikspace exceeding 10% (ten percent) of the EBITDA of
Kwikspace for the 12 months ended 31 May 2008 or (ii) a cumulative
reduction of the assets and/or increase in the liabilities of
Kwikspace exceeding 10% (ten percent) or more of the market
capitalisation of Kwikspace, as at 19 November 2008;
* prior to the date on which the order of Court sanctioning the Scheme
is registered with the Registrar, Kwikspace not having undertaken or
allowed to occur any frustrating action (as described in Rule 19 of
the SRP Code) or made any unusual or unplanned distributions, without
the consent of Clidet No 803, which consent shall not unreasonably be
withheld or delayed; and
* on or before 30 April 2009, Clidet No 803 having obtained the written
approval from the relevant counterparties for the cession of all the
rights of Kwikspace and the delegation of all the obligations of
Kwikspace, under the following agreements, to a wholly owned
subsidiary of Clidet No 803 -
* the written lease agreement concluded between Kwikspace and PE Shelf
Co No 193 (Proprietary) Limited ("PE Shelf") on 12 June 2007 in terms
of which Kwikspace leases the Units 3, 18, 19C and 20E together with
the surfaced yard as shown on an attached plan to the lease agreement,
totalling 5,518m2 in Blackheath Industrial Park, Range Road,
Blackheath from PE Shelf;
* the written lease agreement concluded between Kwikspace and Afroprop
Natal (Proprietary) Limited ("Afroprop") on 19 August 2008 in terms of
which Kwikspace leases the Erf 30608, Pinetown FT, situated at 95
Goodwood Road measuring approximately 3222m?, and comprising of
office, ablutions and warehousing areas, from Afroprop;
* the written lease agreement concluded between Kwikspace and Two BE
Sales Twelve CC ("Two BE") on 21 June 2007 in terms of which Kwikspace
leases the Unit 16 Blair Atholl Road, New Germany (882 square meters
in extent), from Two BE; and
* the written lease agreement concluded between Kwikspace and Neptune
Property Trust ("Neptune") on 30 January 1999 in terms of which
Kwikspace leases the premises situated at Portion of Erf 21 Swartkop
situated at 51 Burman Deal Party, Port Elizabeth, from Neptune.
Shareholders are advised that the Competition Commission has provided its
unconditional approval for the transaction and, accordingly, there will be no
delay as a result of competition issues.
3. Independent expert opinion
In terms of Rule 3 of the Securities Regulation Code on Take-overs and Mergers,
the Board is required to obtain appropriate independent advice on how the offer
affects all offer participants and to make the substance of the advice known to
shareholders.
Deloitte & Touche Corporate Finance, who has been appointed by the Board as the
independent expert, is of the opinion that the terms and conditions of the offer
are fair to the offer participants under current market conditions.
The fairness opinion from Deloitte & Touche Corporate Finance is contained in
the circular to shareholders.
4. Salient dates and times
2008
Last day to trade in order to be eligible to vote Wednesday 31 December
2009
Record date on which shareholders must be recorded Thursday 8 January
in the register in order to vote at the Scheme
meeting, by the close of trade on the JSE on
Last day for receipt of proxies for the Scheme Friday 9 January
meeting (refer to note 5 below) (from certificated
shareholders and own-name dematerialised
shareholders) by 10h00 on
Scheme meeting to be held at the registered office Tuesday 13 January
of Kwikspace situated at 32 Karee Kloof Road,
Waterval, Kliprivier 1871 on Tuesday, 13 January
2009 at 10h00
Results of the Scheme meeting released on SENS on Tuesday 13 January
Results of the Scheme meeting published in the Wednesday 14 January
South African press on
Lodge documents with Court for Scheme sanctioning Thursday 15 January
Announcement of the date and time of the court Monday 26 January 2009
hearing to sanction the scheme released on SENS and
in the South African press
Court hearing to sanction the Scheme Tuesday 3 February
IF THE SCHEME IS SANCTIONED AND IMPLEMENTED
Register court order with the Registrar by no later Thursday 5 February
than
Finalisation announcement published on SENS Friday 6 February
Finalisation announcement published in the press Monday 9 February
Last day to trade to participate in Scheme Friday 13 February
Kwikspace shares suspended on the JSE Monday 16 February
Record date for the Scheme Friday 20 February
Scheme consideration is expected to be credited to Monday 23 February
the dematerialised Scheme participants` accounts
held at their CSDP or broker on
Listing of Kwikspace shares terminated at Tuesday 24 February
commencement of trading
Notes:
1. The above dates and times are South African dates and times.
2. Any variation of the above dates and times, as agreed between Kwikspace and
Clidet No 803, and as may be approved by the SRP, the JSE and/or the Court
(to the extent that such approval is required) will be released on SENS.
3. Share certificates may not be dematerialised or rematerialised after
Friday, 13 February 2009.
4. Shareholders should note that, as trades in the shares on the JSE are
settled through Strate Limited, the settlement of trades takes place five
business days after such trades. Therefore, shareholders who acquire shares
on the JSE after Wednesday 31 December 2008 will not be eligible to vote at
the Scheme meeting.
5. Dematerialised shareholders, other than own-name dematerialised
shareholders, must provide their CSDP or broker with their instructions for
voting at the Scheme meeting by the cut-off time stipulated in the relevant
custody agreement between them and their CSDP or broker.
5. Circular
Further information regarding the Scheme, is included in the circular
addressed to shareholders, which was mailed today, 18 December 2008.
Kliprivier
18 December 2008
Merchant bank and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisors to the Consortium
Cliffe Dekker Hofmeyr Incorporated
Legal advisor to Kwikspace
Prinsloo, Tindle & Andropoulos Incorporated
Funder to the Consortium
Investec Bank Limited
Independent lead sponsor
JP Morgan Equities Limited
Taxation advisor to the Consortium
Ernst & Young Advisory Services Limited
External Independent Advisor
Deloitte & Touche Corporate Finance
Transfer secretaries
Link Market Services South Africa (Proprietary) Limited
Date: 18/12/2008 12:00:19 Produced by the JSE SENS Department.
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