KAIROS INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1987/002927/06)
("Kairos" or "the Company")
Results of the general meeting of shareholders
Bridge Capital Services (Pty) Limited is authorised to announce that at the
general meeting of the Company's shareholders held on Wednesday, 28 February
2001, the Company's shareholders passed, by the requisite majorities, the
ordinary resolutions necessary to approve:
- the issue of 128 745 360 ordinary shares of no par value in Kairos ("Kairos
shares") at an issue price of 10 cents per Kairos share to Shefa Equity
Holdings (Pty) Limited (Shefa) in full and final settlement of its outstanding
claims against the Company. Shefa is a wholly-owned subsidiary of the Shefa
Family Trust of which Mr WL van Deventer, Executive Chairman of Kairos, is a
Trustee; and
- the waiver of the requirement that Shefa extend an offer to the remaining
shareholders of Kairos to acquire all their shares in the Company at a price of
10 cents per Kairos share in terms of article 8.1 of the Securities Regulation
Code.
The 128 745 360 Kairos shares issued to Shefa will be listed with effect from
Wednesday, 7 March 2001.
Pretoria
2 March 2001
Transaction advisor
Bridge Capital Services (Pty) Limited
(Registration number 1998/016301/07)
Attorneys
Moss-Morris Inc.(Registration number 1994/008751/21)
Sponsor
Bridge Capital Services (Pty) Limited
(Registration number 1998/016301/07)
Reporting accountants and auditors
Burn Reynolds & Co.
Chartered Accountants (SA)
Registered accountants and auditors
CHANGE OF CONTROL AT KAIROS
1 March 2001
Shareholders of listed company Kairos Industrial Holdings have unanimously
approved the issue of 128,7-million shares at 10c to settle the balance of
claims against the company by Shefa Equity Holdings.
In doing so, they have also agreed to a change of control. The new shares will
be added to the 32-million already held by Shefa, to give it 64 percent of
Kairos, which is listed in the diversified industrial sector of the JSE
Securities Exchange.
Shefa's obligation to extend a mandatory offer to Kairos minorities was also
unanimously waived at the general meeting of shareholders.
These moves form part of a restructuring process begun two years ago, in which
the Pretoria-based Kairos disposed of loss-making interests, ceased
acquisitions and focused on its core brickmaking and mining equipment
businesses.
This process saw losses decline from R38,7-million in 1999 to R9,7-million in
the year to February 2000, and from 10,1c per ordinary share to 0,2c in the six
months to end-August 2000.
Looking ahead, Shefa director and Kairos executive chairman Wouter van Deventer
says the management team is also confident that Kairos will meet the new JSE
requirements for the maintenance of its main board listing, namely a
shareholder spread of at least 500 and an annual profit in excess of
R8-million, within the three-year deadline.
DISTRIBUTED BY MEGATRENDS MEDIA
ON BEHALF OF KAIROS INDUSTRIAL HOLDINGS
FOR MORE INFORMATION
CALL WOUTER VAN DEVENTER
AT (012) 342-1980
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