| Wed 8 Oct 2003, 10:51 | | ANNOUNCEMENT |
|
KOLOSUS HOLDINGS LIMITED - ANNOUNCEMENT
Kolosus Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1978/000181/06)
Share code: KOS ISIN: ZAE000008504
NSX share code: KOL
("Kolosus" or "the Company")
* PROPOSED CLAWBACK RIGHTS OFFER
* MATTERS TO BE IMPLEMENTED PRIOR TO CLAWBACK RIGHTS OFFER
* WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the announcement regarding the proposed recapitalisation
of the company published in the press on 22 August 2003, PSG Capital
Limited is authorised to announce that Kolosus proposes to proceed
with a clawback rights offer to raise R140 100 000.
2. GENERAL MEETING
2.1 Prior to the implementation of the clawback rights offer, a
general meeting of Kolosus shareholders will be convened for purposes
of passing resolutions required to:
- consolidate the company"s share capital on a 1-for-20 basis ("the
consolidation"); and
- increase the company"s authorised share capital so as to provide for
sufficient authorised but unissued shares to implement the clawback
rights offer.
2.2 In terms of the consolidation, the company"s 560,4 million shares
with a par value of 1 cent each currently in issue will thus be
consolidated into 28,02 million shares with a par value of 20 cents
each.
2.3 A circular to Kolosus shareholders regarding the matters
contemplated in 2.1 above, including notice of a general meeting of
Kolosus shareholders to be held on 31 October 2003, will be posted to
shareholders today.
3. THE CLAWBACK RIGHTS OFFER
3.1 A "clawback offer" amounts to a "reverse" rights offer in that the
clawback offer proceeds are paid to the company by one or more
investors against the allocation of new shares in the company to the
investor/s prior to the commencement of the clawback offer. In terms
of the clawback offer, the shareholders of the company are then given
the opportunity to subscribe for ("claw back") the shares allocated to
the investor/s in proportion to their existing shareholdings. The
investor thus acts as an underwriter and subscribes for the balance of
the clawback offer shares not taken up by the company"s shareholders.
If the investor is already a shareholder of the company, the investor
also subscribes for those clawback offer shares it is entitled to by
virtue of its existing shareholding.
3.2 In terms of the clawback rights offer, Daun et Cie
Aktiengesellschaft ("Daun") will be the investor (as contemplated in
paragraph 3.1 above) by advancing R140,1 million to Kolosus against
the allocation of 140,1 million new Kolosus shares ("the clawback
rights offer shares") to Daun. Kolosus will extend, after the
investment of the R140,1 million, a clawback offer to Kolosus
shareholders at a subscription price of 100 cents per consolidated
share (ie. equivalent to 5 cents per share prior to the
consolidation), in the ratio of 500 clawback rights offer shares for
every 100 Kolosus shares (ie 5 clawback rights offer shares for every
1 Kolosus share) held on the record date (which record date is
expected to be Friday, 28 November 2003). To the extent that Kolosus
shareholders follow their rights to subscribe for the clawback rights
offer shares, Daun will be repaid and Daun will subscribe for those
clawback rights offer shares to which it is entitled by virtue of its
own shareholding on the record date, and those clawback rights offer
shares not subscribed for by other Kolosus shareholders.
3.3 It is expected that a circular to Kolosus shareholders regarding the
clawback rights offer, including letters of allocation, will, subject to
approval of the JSE Securities Exchange South Africa and registration of the
circular by the Registrar of Companies, be posted to shareholders on or about 1
December 2003. Further announcements regarding the implementation of the
clawback rights offer, including the financial effects of the clawback rights
offer for Kolosus, will be published in the press at the appropriate times.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary provision contained in the announcement published in
the press on 22 August 2003 is hereby withdrawn.
Pretoria
8 October 2003
Sponsor and corporate advisers
PSG Capital
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Attorneys
Hofmeyr Herbstein Gihwala Cluver & Walker Inc.
(Registration number 1997/001523/21)
Investor in terms of the clawback rights offer
Daun & Cie.
Aktiengesellschaft
Date: 08/10/2003 08:00:04 AM Produced by the JSE SENS Department
