| Thu 1 Dec 2011, 15:57 | | BK1P - BK One Limited - Abridged Prospectus |
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JSE
BKONE
BK1P - BK One Limited - Abridged Prospectus
BK ONE LIMITED
(Formerly Sains Trading (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2011/008103/06)
Share code: BK1P ISIN: ZAE000161352
("BK" or "the Company")
ABRIDGED prospectus
The JSE Limited ("JSE") has approved the listing of the entire issued
preference share capital of BK, in the Debt `Preference share` sector of the
JSE under the abbreviated name `BK One`, JSE preference share code "BK1P",
with effect from commencement of business, Thursday, 8 December 2011. The
listing of BK is subject to the JSE receiving confirmation that the Company
has achieved both the required spread of shareholders as prescribed in the JSE
Listings Requirements and the minimum subscription of
R200,000,000 (two hundred million Rand) referred to in paragraph 3.3 below.
This abridged prospectus is not an invitation to the public to subscribe for
non-cumulative, redeemable, participating, no par value preference shares in
the share capital of the Company ("Preference Shares"), nor an offer for the
sale of Preference Shares in BK, but is issued in compliance with the
Companies Act, 71 of 2008 (the "Companies Act"), as amended, the JSE Debt
Listings Requirements and additional requirements as prescribed by the JSE for
the purpose of providing information to the public with regard to BK.
1. Introduction to BK
Basileus Capital Proprietary Limited ("Basileus Capital"), in partnership
with Kwanda Capital Investments Proprietary Limited ("Kwanda Capital")
have created BK, a public company offering a long-term investment vehicle
that will invest in a portfolio of underlying opportunities, all within
the development capital sector and selected from Basileus Capital`s
pipeline of developing projects, ranging from early to late stage
development.
BK has been established to meet the demand created by the increasingly
compelling investment case for private equity which is being experienced
locally and globally. This is being driven by a growing appetite for
private equity as part of a diversified investment portfolio. It is
believed that the demand for private equity is found in a broad spectrum
of investors from private individuals to institutional investors.
Basileus Capital is a proprietary investment house focused on investing
its own capital. Kwanda Capital, through a co-investment model with
Basileus Capital, will provide investment advice on the portfolio
construction, pricing and exit strategies in respect of BK.
Basileus Capital, as the first principal investor, applies its own robust
investment processes to ensure that the best opportunities it reviews are
included in its own investment portfolio. This process is founded upon
rigorous research, a large and experienced team and supported by the fact
that Basileus Capital invests its own capital into its portfolio of
diverse investments.
Basileus Capital plays a significant role in the operations of the
underlying companies through actively deploying its people in these
companies and assisting them through a comprehensive support structure
that comprises of the following areas: finance, legal, compliance,
project management, human resources, secretarial, corporate advisory,
technical, risk and internal audit.
Kwanda Capital, acting as investment advisor to the Company, is able to
propose to BK a portfolio of investments based on a unique co-investment
relationship with Basileus Capital which allows it to have unrestricted
access to review all deals in Basileus Capital`s portfolio. Kwanda
Capital undertakes its own independent research of underlying companies
and projects identified as potential investments to develop an
understanding of the unique business opportunities of each company, the
sector and business risk profiles of each opportunity as well as the
pricing structure of each deal and proposed exit strategies.
2. Purpose of listing on the JSE
BK has been set up as a closed ended investment vehicle. The capital
raising and subsequent listing will provide BK with long-term capital
required to generate acceptable long-term returns. This process affords
investors the opportunity of participating in the investments to be made
by BK and any proceeds thereof, by subscribing for Preference Shares.
This capital raising process provides BK with long-term capital which is
not subject to short-term changes in investor demand and which is
positioned to cater for investors` potential liquidity requirements.
3. The private placement
This private placement is not an invitation to the general public to
subscribe for Preference Shares. This private placement is only open to
invited private clients, corporations and institutions.
3.1 Particulars of this private placement
The private placement price R10
Number of Preference Shares available Up to 100 000 000
Maximum amount to be raised in terms of the R1 billion
private placement
3.2 Dates and times of the opening and closing of the private placing
Salient dates and times 2011
OFFER OPENS AT 09:00 ON FRIDAY, 2 DECEMBER
OFFER CLOSES AT 12:00 ON MONDAY, 5 DECEMBER
APPLICANTS ARE ADVISED OF THEIR WEDNESDAY, 7 DECEMBER
ALLOCATIONS OF PREFERENCE SHARES ON
LISTING OF PREFERENCE SHARES THURSDAY, 8 DECEMBER 2011
COMMENCES AT 09:00 ON
All references to time are to local time in South Africa. Any
changes to the above dates and times will be lodged with the
Registrar of Companies, announced on the Securities Exchange News
Service of the JSE ("SENS") and published in the South African
press.
3.3 Minimum subscription
The minimum amount which, in the opinion of the board of directors
of the Company (the "Board"), must be raised by the Company through
the private placing is R200,000,000 (two hundred million Rand),
provided that a spread of shareholders acceptable to the JSE is
obtained.
The offer is not underwritten and, accordingly, should the minimum
subscription amount not be raised, the offer will be deemed to have
been withdrawn and no applicant will have any claims against the
Company resulting from such withdrawal.
4. Applications
4.1 Applications irrevocable
Applications submitted by the potential investor are irrevocable and
may not be withdrawn once received by Company, transfer secretaries,
central securities depository participants ("CSDP(s)") or brokers.
4.2 Reservation of rights
The Board reserves the right to accept or refuse any application(s),
either in whole or in part or to abate any or all application(s)
(whether or not received timeously) in such manner as they may, in
their sole and absolute discretion, determine.
The distribution of this announcement in jurisdictions other than
South Africa may be restricted by law, and persons in whose
possession this announcement comes should inform themselves about
and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
4.3 Allocation
Allocations of placing shares will only be made in whole shares.
There will be no fractions of shares issued.
Final allocations will be communicated to CSDPs on Wednesday, 7
December 2011. Successful applicants should liaise with their CSDP
or broker in the manner stipulated in the agreement governing their
relationship with their CSDP or broker.
4.4 Settlement
On the settlement date (which is expected to be Thursday, 8 December
2011), the applicant`s allocation of placing shares will be credited
to the applicant`s CSDP or broker against payment during the Strate
settlement runs, prior to the opening of the markets.
4.5 Strate and trading of BK Preference Shares on the JSE
BK Preference Shares may only be traded on the JSE in electronic
form (dematerialised preference shares) and will be trading for
electronic settlement in terms of Strate immediately following the
listing.
5. Directors
The full names, qualifications, nationalities, ages, business addresses
and functions of the directors of BK are set out below:
Full name, qualification, Business Function
nationality and age address
Pinkie Kedibone Veronica Plot 113, Independent non-executive
Ncetezo Misgund, chairperson
Businesswoman Eikenhof,
South African 1872
(55)
Dean Paul Richards No 2, 35 On Executive director
Businessman Rose, Rose
South African Street, Cape
(50) Town, 8001
Peter Gordon Gaylard 15 Church Independent non-executive
Chemical Engineer Street, director
South African Plettenberg
(69) Bay, 6600
Henricus Petrus van Noort 64 St Leger Independent non-executive
Businessman Road, director
South African Claremont,
(51) 7700
Jonathan Saul Sieff No 2, 35 On Financial director
Economist Rose, Rose
South African Street, Cape
(45) Town, 8001
6. Share capital
At the listing date the authorised share capital of BK will comprise
1,000 ordinary shares and 100,000,000 Preference Shares. The Company will
have an issued share capital of 200 ordinary shares and a maximum of
100,000,000 Preference Shares at R10 each.
Only Preference Shares will be listed.
7. Salient features of the Preference Shares
The Preference Share dividends are not linked to a fixed or variable
rate, and depend on the profitability and the working capital
requirements of the Company from time to time. The Board is obliged
annually to determine whether to declare preference dividends, and the
quantum of the preference dividends to be declared. Preference dividends
are payable 60 days after declaration, or on an earlier date, if so
determined by the Board.
The scheduled redemption date of the Preference Shares is the 3rd
business day succeeding the 10th anniversary of the issue date of the
last Preference Shares to be issued.
There are no specific legal restrictions under which the Preference
Shares will be offered, sold, transferred or delivered.
There are no covenants such as senior, subordinated, negative pledge,
cross-default or any other covenants.
The Preference Shares are governed by South African law.
The Preference Shares have no relation to other debt, either listed or
unlisted, of BK, including details of seniority, security, warranties or
pledges.
There are no arrangements for the amortisation of the Preference Shares.
The rights conferred upon the holder of the Preference Shares include
redemption of the Preference Shares at the offer price being R10 per
share, and dividends based on the utilisation of the proceeds of the
offer from the issue date to the redemption date.
Any changes to the terms and conditions of the Preference Shares require
at least 66.67% of holders of the Preference Shares approving such
changes to the terms and conditions. Any meeting of holders of the
Preference Shares will be released on SENS.
8. Registration of the detailed prospectus and supporting documentation
An English copy of the detailed prospectus was registered in terms of
section 99(8) of the Companies Act by the Companies and Intellectual
Property Commission ("CIPC") on Monday, 4 October 2011. The prospectus
incorporates certain additional matters which were reported to the CIPC
on Wednesday, 12 October 2011 and Wednesday, 30 November 2011 by way of a
supplemental prospectus in accordance with section 100(12) of the
Companies Act.
Copies of the following documents will be available for inspection during
normal business hours at the registered office of BK from 09:00,
Thursday, 1 December 2011 up to and including Thursday, 22 December 2011:
- the memorandum of incorporation;
- any supplementary documents published since the prospectus;
- the investment mandate agreement;
- the historic financial information for the five months ended 31
August 2011;
- the signed independent reporting accountants` report on the
unaudited pro forma financial effects;
- the advisors` consent letters;
- the power of attorney and
- a signed copy of the prospectus.
9. Copies of the prospectus
An electronic version of the detailed prospectus is available for
download from www.kwandacapital.com from today Thursday, 1 December
2011.Copies of the detailed prospectus are only available in English and
may be obtained during normal business hours from today:
BK One 8 Briffant Stareet, Chantecler
Durbanville
7550
Investment bank and debt sponsor Legal advisors
Independent reporting accountants Financial service provider
Corporate advisor Company secretary
Preferred Broker
Cape Town
1 December 2011
Date: 01/12/2011 15:57:12 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.
