| Fri 15 Mar 2002, 0:00 | | Kunene unbundles Grintek holding |
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KUNENE TECHNOLOGY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1964/004561/06)
(JSE Share code: KTL) (ISIN: ZAE000014924)
("KTL" or "the company")
Unbundling by KTL of its entire shareholding
in Grintek Limited ("Grintek")
1. INTRODUCTION
Further to the cautionary announcement published in the press on 13 February
2002, the board of directors of KTL ("the KTL board") has resolved to
unbundle KTL's entire shareholding in Grintek ("the Grintek shares") to KTL
shareholders in terms of section 45 of the Income Tax Act, 1962 (Act 58 of
1962), as amended, after which KTL will be delisted and liquidated by way of
a members' voluntary winding-up.
2. MAJOR SHAREHOLDERS POST UNBUNDLING
The largest shareholder of Grintek after the unbundling will be Kunene
Finance Company (Proprietary) Limited ("KFC") with a direct interest of 33%.
The Kunene Brothers are the controlling shareholders of KFC and their
representation on the board of directors of Grintek and their active
ownership involvement in the affairs of Grintek will not be affected by the
unbundling.
The second largest shareholder in Grintek after the unbundling will be Old
Mutual Life Assurance Company South Africa with an approximate 20% interest.
3. RATIONALE FOR THE UNBUNDLING, DELISTING AND VOLUNTARY WINDING-UP
The KTL board is of the opinion that it is in the interests of KTL
shareholders to unbundle the Grintek shares in order to release value to KTL
shareholders by eliminating the historical discount at which KTL shares have
traded relative to the value of KTL's underlying investment in Grintek.
Accordingly, the KTL board has resolved to implement the unbundling and to
apply for the suspension and subsequent termination of the listing of KTL on
the JSE Securities Exchange South Africa ("JSE"), resulting in the collapse
of the pyramid structure and given that KTL will no longer own any
significant assets, it is therefore proposed that pursuant to the
unbundling, KTL be wound-up and liquidated by way of a members' voluntary
winding-up.
4. THE UNBUNDLING
Subject to the fulfillment of the conditions precedent set out in paragraph
5 below, KTL shareholders registered as such on the record date will receive
a distribution of the Grintek shares, by way of a dividend in specie and a
reduction in share capital and share premium. KTL shareholders will receive
the Grintek shares in accordance with the table of entitlement set out
below.
Table of entitlement in respect of the share distribution
Number of shares Proposed share distribution
Share held by KTL per 100 KTL shares held
Grintek 161,807,600 255.87278
5. CONDITIONS PRECEDENT
The unbundling, delisting and voluntary winding-up are subject to the
fulfillment of the following conditions:
- the passing, by the requisite majority of KTL shareholders, of the
necessary ordinary and special resolutions required to give effect to the
unbundling, delisting and members' voluntary winding-up of KTL; and
- the registration by the Registrar of Companies of the special resolutions.
6. FINANCIAL EFFECTS OF THE UNBUNDLING
Subsequent to the unbundling KTL shareholders will hold the 161 807 600
Grintek shares directly in their own names as opposed to holding them
indirectly through KTL.
The table below sets out the financial effects of the unbundling on KTL
shareholders based on the following:
- the calculation of the headline earnings, net asset value and net tangible
asset value per share in the "Before" column is based on the unaudited
published interim results of KTL for the half-year ended 31 December 2001;
- the calculation of the headline earnings, net asset value and net tangible
asset value per share in the "After" column is based on the unaudited
published interim results of Grintek for the half-year ended 31 December
2001; and
- the calculation of the market value in the "Before" and "After" columns
have been based on the closing share prices of KTL and Grintek respectively
on 12 February 2002, being the day prior to the publication of the
cautionary announcement referring to the unbundling.
Before After
(per 100 KTL (per 255.87278 % Increase/
shares) Grintek shares) (Decrease)
Headline earnings per share R31.41 R31.61 0.6
Net asset value per share R409.39 R323.62 (21.0)
Net tangible asset value per share R331.72 R323.62 (2.4)
Market value R475.00 R639.68 34.7
7. OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS
The KTL board has considered the terms and conditions of the unbundling and
are of the opinion that the terms and conditions are fair and reasonable,
that the unbundling will be advantageous to KTL shareholders and recommend
that KTL shareholders vote in favour of the resolutions necessary to
implement the unbundling, delisting and members' voluntary winding-up.
The KTL board has passed the requisite resolutions to implement and give
effect to the unbundling. Shareholders of KTL, including directors, holding
63% of the issued ordinary share capital, have undertaken to vote in favour
of the resolutions necessary to implement the unbundling, delisting and
members' voluntary winding-up in respect of the KTL shares beneficially
owned by them or under their control.
8. GENERAL MEETING
A general meeting of KTL shareholders will be held at 10:00 on Thursday, 18
April 2002 for the purpose of considering and, if deemed fit, passing, with
or without modification, the resolutions necessary to implement the
unbundling, delisting and members' voluntary winding-up.
9. IMPORTANT DATES AND TIMES
2002
Last day for lodging of forms of proxy for
the general meeting by 10:00 17 April
General meeting of KTL shareholders at 10:00 18 April
Results of the general meeting published 19 April
Last day to trade in KTL shares on the JSE in order
to participate in the unbundling 25 April
KTL shares suspended from trading on the JSE 26 April
Record date to participate in the unbundling 3 May
Effective date of the unbundling 6 May
Grintek share certificates will be posted by registered
post to shareholders or credited to their
Safe Custody Accounts, on or about 6 May
Listing of KTL shares terminated on the JSE 7 May
The above dates and times are subject to amendment. Any such amendment will
be published in the press. Shareholders of KTL will be unable to
dematerialise or materialise their shares as from Friday, 19 April 2002.
10. DOCUMENTATION
A circular, setting out full details of the unbundling, delisting and
members' voluntary winding-up will be posted to shareholders on Wednesday,
27 March 2002.
Johannesburg
15 March 2002
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor
Wipcapital (Proprietary) Ltd
(Registration number 1997/021195/07)
