| Thu 20 Sep 2001, 0:00 | | Kingco: Finalisation Information Relating To The R |
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KING CONSOLIDATED HOLDINGS LTD
(Incorporated in the Republic of South Africa)
(Registration number 1992/006472/06)
Share code:KNG ISIN code: ZAE000012902
("Kingco" or "The Company")
FINALISATION INFORMATION RELATING TO THE RIGHTS OFFER
1. Introduction
It was announced on 7 September 2001 that the board of directors of Kingco
has resolved to raise R11 157 223, before expenses, by way of a rights offer
of unsecured 14% compulsorily convertible debentures ("the debentures") to
shareholders of Kingco ("the rights offer").
2. 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.
3. Salient terms of the rights offer
Number of debentures to be issued 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, after rights offer 139 465 290
Maximum number of ordinary shares in issue,
after conversion of the debentures 251 037 520
4. Salient terms of the debentures
Each debenture will:
* attract interest at a fixed rate of 14% per annum payable twice yearly on
or about 31 August and 28 February;
* be compulsorily convertible into 10 ordinary Kingco shares on 31 August
2003, i.e. at a conversion price of 10 cents per share;
* be listed on the JSE Securities Exchange South Africa ("JSE");
* be unsecured; and
* be governed by the provisions of a debenture trust deed.
5. Salient dates of the rights offer
The salient dates for the rights offer are as follows:
2001
Last day to trade in Kingco shares in order to
settle by the record date and to participate
in the rights offer Friday, 28
September
Listing of renounceable (nil paid) letters of allocation
("letters of allocation") commences on the
JSE at 09:00 on Monday, 1 October
Shares commence trading ex-rights on the JSE at 09:00 on Monday, 1 October
Record date - at close of business on Friday, 5 October
Rights offer opens at 09:00 on Monday, 8 October
Last day for trading in letters of allocation on JSE
in order to settle by Friday, 2 November 2001 Friday, 26 October
Rights offer closes at 14:30 on Friday, 2 November
Results of rights offer published Friday, 9 November
Issue and listing of debentures Friday, 9 November
Pay date - certificates in respect of debentures and
cheques in respect of refunds dispatched and
dematerialised shareholders credited Friday, 9 November
6. Listing of letters of allocation and debentures
The Committee of the JSE has granted a listing of the letters of allocation
and subsequently of the debentures arising from the rights offer, as
follows:
* letters of allocation in respect of 11 157 223 debentures will be listed
from commencement of trading on Monday, 1 October 2001 until close of
business on Friday, 2 November 2001 and will trade for electronic
settlement; and
* assuming that all rights offered are taken up, 11 157 223 debentures will
be listed from Friday, 9 November 2001, subject to spread being obtained.
7. Financial effects of the rights offer
The following table sets out the pro forma financial effects of the rights
offer on Kingco, based on the assumptions set out in the notes below and in
accordance with the terms of the rights offer as set out in this
announcement:
Year ended Year ended
28 February 2001 28 February
2001
Before(1) After(2)
Headline loss per share (cents) 0,9 0,9
Loss per share (cents) 1,2 1,2
Net tangible asset value per share (cents) 12,5 12,5
Weighted average number of shares in
issue ('000) (3) 139 465 139 465
Total number of shares in issue ('000) (3) 139 465 139 465
Notes:
(1) Based on the audited results of Kingco at 28 February 2001.
(2) Based on the audited results of Kingco at 28 February 2001, assuming
that:
- full proceeds of the rights offer of R11 157 223 had been received on
1 March 2000; and
- these proceeds were utilised to refinance existing debt at similar
rates of interest.
(3) In terms of the rights offer the debentures convert into ordinary shares
on 31 August 2003 and therefore were not taken into account in calculating
the number of shares in issue.
8. Conditions precedent
The documents required to be registered in terms of section 146A(1) and (2)
of the Companies Act, Act 61 of 1973, as amended, are being lodged for
registration by the Registrar of Companies. Should registration not take
place, a further announcement will be made in this regard.
9. 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.
10. Documentation
A circular giving full details of the rights offer will be posted to Kingco
shareholders on or about Monday, 8 October 2001. Letters of allocation will
be included in the circulars sent to shareholders who have not yet
dematerialised their shares. Copies of the circular, in English, will be
available from Monday, 1 October 2001, at the following addresses:
* the registered office of the company, Kingco Park, 97 Milner Road,
Kensington B, Randburg; and
* the company's transfer secretaries, Computershare Services Limited, 2nd
Floor, Edura, 41 Fox Street, Johannesburg.
11. 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. Kingco shareholders who have dematerialised
their Kingco shares and who are eligible to receive an entitlement to
debentures in terms of the rights offer, must advise their appointed Central
Securities Depository Participants or brokers whether they wish to
participate in the rights offer.
Randburg
20 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)
