| Thu 6 Sep 2001, 0:00 | | Kingco: Results Of General Meeting, Salient Terms |
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Offer To Shareholders
KING CONSOLIDATED HOLDINGS LTD
(Incorporated in the Republic of South Africa)
(Registration number 1992/006472/06)
Share code:KNG ISIN code: ZAE000012902
("Kingco")
RESULTS OF GENERAL MEETING, SALIENT TERMS OF THE DEBENTURE RIGHTS OFFER TO
SHAREHOLDERS AND ANNOUNCEMENT OF IMPORTANT DATES
1. Results of general meeting
Further to the circular to shareholders dated 7 August 2001, Sasfin Bank
Limited is authorised to announce that, at the adjournment of the general
meeting of Wednesday, 29 August 2001, which was held on Wednesday, 5
September 2001, the requisite majority of shareholders approved the
resolutions relating to, inter alia:
1.1 the increase of the authorised share capital of the company from 200 000
000 ordinary shares with a par value of one cent each ("ordinary shares") to
500 000 000 ordinary shares;
1.2 the creation and issue by way of renounceable rights offer to existing
ordinary shareholders, of up to 12 million unsecured 14% compulsorily
convertible debentures of 100 cents each ('the debentures");
1.3 the adoption of new articles of association;
1.4 the granting of a general authority to directors to enable the company
to repurchase its own shares or to permit the purchase of shares in the
company by a subsidiary of the company;
1.5 the granting of a general authority to directors to issue shares in the
capital of the company for cash; and
1.6 the granting of a specific authority to the directors to issue and allot
the required number of ordinary shares in accordance with the conversion
terms of the debentures.
The applicable special resolutions have been lodged with the Registrar of
Companies for registration.
2. The debenture rights offer
Shareholders are advised that the board of directors of Kingco has resolved
to raise R11 157 223, before expenses, by way of a rights offer of the
debentures to shareholders of Kingco ("the rights offer").
3. Purpose of the rights offer
The purpose of the rights offer is, inter alia, to raise funds to assist in
the refinancing of the company's interest bearing debt.
4. Salient terms of the rights offer and record date
4.1 Salient dates of the rights offer and record date
The last day to trade in Kingco shares in order to participate in the rights
offer (i.e. "cum rights") is Friday, 28 September 2001 for settlement by
Friday, 5 October 2001 ("the record date"). It is anticipated that
renounceable (nil paid) letters of allocation ("letters of allocation") will
be listed on the JSE Securities Exchange South Africa ("JSE") with effect
from Monday, 1 October 2001 from which date Kingco shares will trade "ex-
rights".
Shareholders of Kingco registered as such on the record date, will receive
rights to subscribe for the debentures as set out below. It is further
anticipated that the debentures subscribed for by certificated shareholders,
will be posted and that dematerialised shareholders will be credited on
Friday, 9 November 2001.
4.2 Particulars of the rights offer
Number of debentures to be offered 11 157 223
Subscription price per debenture (cents) 100
Ratio of entitlement 8 debentures per
100 ordinary shares
Total amount to be raised (before expenses) R11 157 223
Number of ordinary shares in issue, before and
after the rights offer 139 465 290
Maximum number of ordinary shares in issue,
after conversion of the debentures 251 037 520
5. Conditions precedent
The rights offer is conditional upon the following:
5.1 the granting by the JSE of listings of the letters of allocation
pertaining to the debentures and the debentures to be issued pursuant to the
rights offer; and
5.2 the registration by the Registrar of Companies of all documents required
in respect of the rights offer.
6. Minimum subscription
The rights offer is subject to a minimum subscription of R5 000 000. While
the rights offer is not underwritten, the major shareholder of Kingco, the
Pocot Trust, which has a 51,39% interest in Kingco, has given an undertaking
to follow its rights in terms of the rights offer.
7. Dematerialisation
Shareholders are reminded that Kingco's shares have recently been
dematerialised in terms of STRATE. Shareholders who have not yet
dematerialised their shares are encouraged to do so as the letters of
allocation to be issued in terms of the rights offer to those shareholders
who have not dematerialised their shares will need to be dematerialised
prior to any trade therein. Certificated shareholders are further reminded
that they will not be able to dematerialise their shares between Thursday,
20 September and Friday, 5 October 2001 as the certificated register will be
closed for this period.
8. Further announcement
A further announcement containing the finalisation information and
confirming the salient dates and times relative to the rights offer will be
published on or about Thursday, 20 September 2001.
Randburg
7 September 2001
Corporate adviser and Sponsor
Sasfin Bank Limited
(Registration number 1951/002280/06)
Attorneys
Hofmeyr Herbstein Gihwala Cluver & Walker Inc.
(Registration number 1997/001523/21)
