| Tue 10 Jan 2012, 13:33 | | KAP - Kap International Holdings Limited - Reminder and confirmation of |
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KAP
KAP
KAP - Kap International Holdings Limited - Reminder and confirmation of
salient dates of acquisition and details as per the press announcement of
20 December 2011
KAP INTERNATIONAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration Number 1978/000181/06)
Share code: KAP
ISIN: ZAE000059564
("KAP" or "the Company")
REMINDER AND CONFIRMATION OF SALIENT DATES OF ACQUISITION AND DETAILS AS
PER THE PRESS ANNOUNCEMENT OF 20 DECEMBER 2011
Shareholders are referred to the announcement released on SENS on 19
December 2011 and in the press on 20 December 2011 regarding the posting of
the circular and the notice of general meeting to shareholders. For the
avoidance of doubt, shareholders are reminded that the general meeting will
be held at the office of PSG Capital Proprietary Limited on the 1st Floor,
Ou Kollege, 35 Kerk Street, Stellenbosch, at 10:00 on Wednesday, 18 January
2012 and not on 16 January 2012 as referred to in the December SENS
announcement.
Furthermore, shareholders should note that the last date to trade in order
to be eligible to vote at the general meeting was Friday, 6 January 2012.
The details contained in the December Press announcement incorporating the
above information are repeated below:
Further to the announcement issued on SENS on 18 October 2011 and in the
press on 19 October 2011, KAP shareholders are advised that the Company has
posted a Circular and Revised Listing Particulars by registered post, dated
17 December 2011 ("the Circular"), to its shareholders in terms of which
KAP will, subject to the fulfillment of conditions precedent, acquire from
Steinhoff Africa Holdings Proprietary Limited ("Steinhoff Africa") the
entire issued ordinary share capital of and all claims on loan account
against Unitrans Holdings Proprietary Limited ("Unitrans"), PG Bison
Holdings Proprietary Limited ("PG Bison"), SHF Raw Materials Proprietary
Limited, Toolplast Holdings Proprietary Limited ("Toolplast") and Roadway
Transport Proprietary Limited ("Roadway") (collectively the "Steinhoff
Industrial Assets"), in exchange for KAP shares and the crediting of a loan
account in favour of Steinhoff Africa (the "Acquisition").
As previously announced, the Acquisition is classified as a related party
transaction, due to Steinhoff Africa being a material shareholder in KAP.
Accordingly, the directors of KAP have appointed PricewaterhouseCoopers
Corporate Finance Proprietary Limited to provide an independent opinion on
the Acquisition, which opinion and advice to the board of directors
confirmed that the terms and conditions of the Acquisition are fair to the
shareholders of KAP.
Set out below are the salient dates in relation to the Acquisition:
2011/2012
Record date in order to be eligible to receive the Friday, 9 December
Circular containing the Notice of General Meeting
Circular and Notice of General Meeting posted to Saturday, 17 December
shareholders
Last date to trade in order to be eligible to vote at Friday, 6 January
the General Meeting
Record date in order to be eligible to vote at the Friday, 13 January
General Meeting
Last day to lodge forms of proxy for the General Monday, 16 January
Meeting (by 10:00) (3)
General Meeting (at 10:00) Wednesday, 18 January
Results of General Meeting released on SENS Wednesday, 18 January
Results of General Meeting published in the press Thursday, 19 January
Effective date of the Acquisition (4) Thursday, 1 March
Notes:
(1.) All times indicated above are local times in South Africa.
(2.) The dates and times indicated in the table above are subject to
change. Any such changes will be released on SENS and published in the
press.
(3.) To be valid, the completed forms of proxy must be lodged with the
transfer secretaries, Computershare Investor Services Proprietary
Limited, 70 Marshall Street, Johannesburg, 2001, or posted to the
Transfer Secretaries at PO Box 61051, Marshalltown, 2107), to reach
them by no later than at 10:00 on Monday, 16 January 2012,
alternatively, such proxy forms may be handed to the Company Secretary
or Chairman of the General Meeting not later than 30 minutes prior to
the commencement of the General Meeting.
(4.) Based on the assumption that all of the conditions precedent will be
fulfilled by Wednesday, 29 February 2012. Should the Conditions
Precedent be fulfilled by a different date, the effective date of the
Acquisition will be the first day of the month following the date of
fulfillment of the conditions precedent.
10 January 2012
Johannesburg
Sponsor to KAP: PSG Capital Proprietary Limited
Legal advisor to KAP: Werksmans Inc and Pohl & Stuhlinger Attorneys
Competition law advisor to KAP: Norton Rose (incorporated as Deneys Reitz
Inc)
Reporting accountants and auditors: Deloitte & Touche
Independent expert: PricewaterhouseCoopers Corporate Finance Proprietary
Limited
Date: 10/01/2012 13:33:44 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
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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.
