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Kolosus - Results of General Meeting & Terms of the Clawback Rights Offer
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")
* RESULT OF GENERAL MEETING
* TERMS OF THE CLAWBACK RIGHTS OFFER
1. INTRODUCTION
Further to the announcement published in the press on 8 October 2003, PSG
Capital Limited is authorised to announce the result of the general meeting of
Kolosus shareholders held on Friday, 31 October 2003 and confirm the terms of
the clawback rights offer of new Kolosus ordinary shares ("clawback rights
offer").
2. RESULT OF GENERAL MEETING
2.1 At the general meeting of Kolosus shareholders held on 31 October
2003, special resolutions were passed 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 The special resolutions have been lodged with the Registrar of
Companies for registration.
3. CLAWBACK RIGHTS OFFER
3.1 The board of directors of Kolosus has resolved to proceed with the
clawback rights offer on the following terms:
Amount to be raised (before expenses) R140 100 000
Number of new Kolosus shares to be issued 140 100 000
Issue price per new Kolosus share 100 cents
Ratio of the clawback rights offer 500 new Kolosus shares
for every 100 Kolosus
shares held
3.2 The new Kolosus shares to be issued in terms of the clawback rights
offer will rank pari passu with the Kolosus shares currently in issue
("after the consolidation").
4. FINANCIAL EFFECTS
4.1 The unaudited pro forma financial effects set out below are provided
for illustrative purposes only and because of their nature may not give a
fair reflection of the company"s financial position and the results of its
operations at 30 April 2003 and for the year then ended.
4.2 The following table illustrates the unaudited pro forma financial
effects of the clawback rights offer on Kolosus and have been calculated as
follows and based on the following assumptions:
4.2.1 loss per share and headline loss per share extracted from
the audited published financial statements for the year ended 30 April
2003 (in the "Before - Published" column), have been adjusted for the
interest saving resulting from the retirement of debt from the net
proceeds of the clawback rights offer at an average rate of 15% per
annum before tax, and assuming that the consolidation and the clawback
rights offer were implemented on 1 May 2002 (shown in the "After the
claw back rights offer" column);
4.2.2 net asset value and net tangible asset value per share
extracted from the audited published financial statements for the year
ended 30 April 2003 (in the "Before Published" column), have been
adjusted for the consolidation and the retirement of debt from the net
proceeds of the clawback rights offer (shown in the "After the
clawback rights offer" column) and assuming the clawback rights offer
had been effected on 30 April 2003; and
4.2.3 the net proceeds of the clawback rights offer have been
calculated after taking into account the total costs of implementing
the clawback rights offer, estimated at R1,8 million.
After the
Before - clawback
Published rights offer
Issued shares
(prior to the consolidation)
("000) 560 400 -
Issued shares
(after the consolidation)
("000) 28 020 168 120
Weighted number of shares
in issue ("000) 28 020 168 120
Net asset value and net
tangible asset value
per share (cents) 201,02 115,77
Headline loss per share (cents) (114,30) (5,68)
Loss per share (cents) (434,97) (59,13)
Diluted loss per share (cents) (429,28) (59,00)
5. LISTINGS
Application will be made to the JSE Securities Exchange South Africa and the
Namibian Stock Exchange for the listings of:
- 140 100 000 letters of allocation in respect of the clawback rights offer
from Monday, 24 November 2003 to Thursday, 11 December 2003, both days
inclusive; and
- 140 100 000 new Kolosus shares from the commencement of business on
Friday, 12 December 2003.
6. SALIENT DATES
A press announcement containing the salient dates of the clawback rights offer
will be published in the press on or about 7 November 2003.
7. CLAWBACK RIGHTS OFFER CIRCULAR
It is expected that a circular and form of instruction providing further details
relating to the clawback rights offer and how shareholders must deal with the
rights allocated to them in terms of the clawback rights offer will be posted to
shareholders on Monday, 1 December 2003.
Pretoria
31 October 2003
Sponsor and
Corporate advisers
PSG Capital
Attorneys
Hofmeyr Herbstein Gihwala Cluver & Walker Inc.
(Registration number 1997/001523/21)
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Investor in terms of the clawback rights offer
Daun and Cie.
Aktiengesellschaft
Sponsoring broker in Namibia
Simonis Storm Securities
Member of the NSX
Date: 31/10/2003 05:10:06 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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