| Tue 13 Jan 2009, 13:10 | | KWS - Kwikspace - Results Of Scheme Meeting And Update On Suspensive Conditions |
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KWS
KWS
KWS - Kwikspace - Results Of Scheme Meeting And Update On Suspensive Conditions
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")
RESULTS OF SCHEME MEETING AND UPDATE ON SUSPENSIVE CONDITIONS
1. RESULTS OF SCHEME MEETING
Shareholders of Kwikspace ("shareholders") are referred to the
announcements published on SENS on 20 November 2008 and 18 December 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"), had submitted to the board
of directors of Kwikspace ("Board") a firm intention to make an offer to
shareholders to acquire the ordinary shares in the issued share capital of
Kwikspace ("Kwikspace shares") held by shareholders excluding the Kwikspace
shares held by Vantage and certain of the Kwikspace shares held by
Kwikspace Management ("Offer").
Shareholders were further advised that the Offer would 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").
At the Scheme meeting held on Tuesday, 13 January 2009, the requisite
majority of Scheme members present and voting, either in person or by
proxy, approved the Scheme.
2. SUSPENSIVE CONDITIONS
All material approvals have been obtained from the relevant regulatory
bodies, including approvals from the JSE Limited, the Competition
Commission and the Exchange Control Division of the South African Reserve
Bank.
Shareholders are reminded that the implementation of 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:
(a) on or before 30 April 2009, the Scheme having been sanctioned by the
Court in terms of section 311(2) of the Companies Act;
(b) 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;
(c) 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;
(d) 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 Securities
Regulation Code on Take-overs and Mergers) or made any unusual or unplanned
distributions, without the consent of Clidet No 803, which consent shall
not unreasonably be withheld or delayed; and
(e) 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 5,518mSquared 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 3222mSquared, 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 mSquared 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.
3. CHAIRPERSON`S REPORT
A copy of the chairperson`s report on the Scheme meeting will be available
for inspection at Kwikspace`s registered office situated at 32 Karee Kloof
Road, Waterval, Kliprivier, from Wednesday, 14 January 2009 until the date
on which the application is made to the Court to sanction the Scheme
(anticipated to be on 3 February 2009).
Kliprivier
13 January 2009
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: 13/01/2009 13:10:01 Produced by the JSE SENS Department.
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