| Thu 1 Dec 2011, 16:39 | | BK1P - BK One Limited - Correction: Details of advisors omitted from previous |
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JSE
BKONE
BK1P - BK One Limited - Correction: Details of advisors omitted from previous
announcement
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")
Correction: Details of advisors omitted from previous announcement
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 ALLOCATIONS OF WEDNESDAY, 7
PREFERENCE SHARES ON DECEMBER
LISTING OF PREFERENCE SHARES COMMENCES AT 09:00 THURSDAY, 8 DECEMBER
ON 2011
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, Business address Function
qualification,
nationality and age
Pinkie Kedibone Veronica Plot 113, Misgund, Independent non-executive
Ncetezo Eikenhof, 1872 chairperson
Businesswoman
South African
(55)
Dean Paul Richards No 2, 35 On Rose, Executive director
Businessman Rose Street, Cape
South African Town, 8001
(50)
Peter Gordon Gaylard 15 Church Street, Independent non-executive
Chemical Engineer Plettenberg Bay, director
South African 6600
(69)
Henricus Petrus van 64 St Leger Road, Independent non-executive
Noort Claremont, 7700 director
Businessman
South African
(51)
Jonathan Saul Sieff No 2, 35 On Rose, Financial director
Economist Rose Street, Cape
South African Town, 8001
(45)
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 Street, Chantecler
Durbanville
7550
Investment bank and debt Legal advisors
sponsor DLA Cliff Dekker Hofmeyr
Nedbank Capital
Independent reporting Financial service provider
accountants Kwanda Capital Investments
Grant Thornton
Corporate advisor Company secretary
Basileus Capital SecCorp
Preferred Broker
Sanlam Private Investments
Cape Town
1 December 2011
Date: 01/12/2011 16:39:01 Produced by the JSE SENS Department.
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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.
