| Wed 21 Apr 2010, 8:55 | | KDV - Kaydav Group - Fulfilment of conditions to specific repurchases and |
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KDV
KDV
KDV - Kaydav Group - Fulfilment of conditions to specific repurchases and
mandatory offer to Kaydav shareholders
KAYDAV GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/038698/06)
JSE code: KDV & ISIN: ZAE000108940
("KayDav" or "the company")
FULFILMENT OF CONDITIONS TO SPECIFIC REPURCHASES AND MANDATORY OFFER TO KAYDAV
SHAREHOLDERS
INTRODUCTION
KayDav shareholders are referred to the various announcements in relation to the
specific repurchase by KayDav of KayDav ordinary shares from each of Stanlib
Asset Management Limited and Pergerine Equities (Proprietary) Limited(the
"specific repurchases").
KayDav shareholders are advised that all of the conditions to the specific
repurchases have now been fulfilled and that the specific repurchases were
implemented on 12 April 2010.
MANDATORY OFFER
As advised to KayDav shareholders in the results of general meeting
announcement, the implementation of the specific repurchases constitutes an
"affected transaction" for the purposes of the Securities Regulation Code on
Takeovers and Mergers ("the Code"). This gives rise to the requirement for
certain shareholders who/which may be regarded by the Securities Regulation
Panel ("SRP") as acting in concert to make a mandatory offer under the Code at
the 30 cents price per KayDav ordinary share payable under the specific
repurchases ("the offer").
Accordingly, The Davidson Family Trust and Gary Davidson (as "the offeror") will
make the offer in terms of the Code to all KayDav shareholders to acquire their
KayDav ordinary shares for a price of 30 cents per KayDav ordinary share.
IRREVOCABLE UNDERTAKINGS
KayDav shareholders holding 95 723 617 KayDav ordinary shares, representing
82,3% of the KayDav ordinary shares in respect of which the offer will be made
have irrevocably undertaken not to accept the offer. The shareholders that have
provided irrevocable undertakings include Steyn Capital Fund En Commandite
Partnership, Katzgold Trading & Investments (Proprietary) Limited, Old Mutual
Investment Group (South Africa) (Proprietary) Limited, Classic International
Impex (Proprietary) Limited, Craig Dawson, Martin Slier, Barry Kampel, Jay Katz,
Errol Haifer and Janice Joselowitz.
CASH CONFIRMATION
The offeror has furnished confirmation from Peregrine Equities (Proprietary)
Limited to the SRP that the offeror has sufficient resources to satisfy full
acceptance of the offer.
INDEPENDENT COMMITTEE AND EXTERNAL ADVICE
The KayDav board has established a sub-committee of the board which will appoint
an independent external advisor under the Code to provide the board with the
external advice regarding the offer required in terms of the Code.
The terms of the offer and the opinions and recommendations of the independent
external advisor and the board in relation to the offer will be set out in an
offer circular which will be distributed to KayDav shareholders in accordance
with the Code.
21 April 2010
Sponsor
Java Capital (Proprietary) Limited
Date: 21/04/2010 08:55:12 Produced by the JSE SENS Department.
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