| Wed 28 Jan 2009, 11:47 | | KDV - Kaydav Group Limited - Expression of interest for acquisition of Kaydav`s |
|
KDV
KDV
KDV - Kaydav Group Limited - Expression of interest for acquisition of Kaydav`s
existing operations and cautionary announcement
KAYDAV GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/038698/06)
JSE code: KDV ISIN: ZAE000108940
("KayDav" or "the company")
EXPRESSION OF INTEREST FOR ACQUISITION OF KAYDAV`S EXISTING OPERATIONS AND
CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are advised that a consortium, including members of management led
by the company`s Chief Executive Officer, Mr Gary Davidson, acting through a
newly incorporated company ("Newco") have submitted to the company a nonbinding
expression of interest for the acquisition of the existing wooden board sale and
distribution business (the "existing operations") owned by the company and/or
its operating subsidiaries (the "KayDav Group").
SALIENT TERMS AND CONDITIONS OF THE PROPOSED TRANSACTION
The expression of interest proposes the disposal of existing operations to Newco
as a going concern for an aggregate purchase price of R112 188 432 to be
discharged as follows:
- by Newco procuring delivery to KayDav of 100 million KayDav ordinary shares
in discharge of R38 million of the purchase consideration (attributing a
value of 38 cents per KayDav ordinary share) and which shares will be
bought back by KayDav pursuant to the specific repurchase provisions of the
JSE Listings Requirements and the buy-back provisions of the South African
Companies Act;
- the balance of purchase consideration (in the amount of R74 188 432) to be
discharged as to:
- R38 188 432 in cash;
- R36 000 000 by way of delivery of a secured R36 million loan note to
KayDav. The loan note shall not bear interest and shall be payable on
30 June 2009.
It is proposed that coterminous of the implementation of the sale transaction,
KayDav will make an offer to all KayDav shareholders to repurchase KayDav shares
for a consideration of 38 cents per share (the "cash exit alternative") so as to
afford KayDav shareholders the flexibility of a cash exit.
The proposed sale transaction is conditional on, inter alia:
- the securing of all shareholder and other regulatory approvals required by
both KayDav and Newco for the implementation of the sale;
- to the extent required by Newco`s bankers, the satisfactory completion of a
due diligence investigation in respect of the existing operations;
- to the extent required, the securing of Competition Authority approval for
the conclusion and implementation of the sale transaction;
- at least 90% of KayDav`s existing shareholders irrevocably undertake to
support the proposed sale transaction on the basis that they will not elect
the cash alternative and accordingly, on implementation of the proposed
sale transaction they will continue to own the KayDav shares in the listed
KayDav cash shell with a view to participating new investment opportunities
to be reversed-listed into KayDav.
PROPOSED REVERSE LISTING OF ABALENGANI GROUP PROPERTY PORTFOLIO INTO KAYDAV
The Abalengani Group has confirmed to KayDav and the consortium, that forthwith
after the implementation of the proposed sale transaction, the Abalengani Group
proposes concluding a transaction with KayDav pursuant to which the Abalengani
Group will reverse list an approximate R3 billion property portfolio into KayDav
and constitute KayDav as the Abalengani Group listed property development
company.
SHAREHOLDER UPDATES AND CAUTIONARY ANNOUNCEMENT
The KayDav board is engaged in discussions with the consortium and will update
shareholders whenever appropriate.
Accordingly, pending further announcements, shareholders are advised to exercise
caution in dealing with their KayDav shares.
Rosebank
28 January 2009
Sponsor, Corporate Advisor and Legal Advisor
Java Capital (Proprietary) Limited
Date: 28/01/2009 11:47:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
