| Tue 19 Oct 2004, 9:21 | | Joint Announcement Of The Salient Dates |
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Kolosus/Glodina - Joint Announcement Of The Salient Dates And Financial Effects
Of The Proposed Transactions
KOLOSUS HOLDINGS LIMITED
Registration number: 1978/00181/06
JSE Share Code: KOS NSX share code: KOL
ISIN: ZAE000050258
(`Kolosus`)
GLODINA HOLDINGS LIMITED
Registration number: 1986/004150/06
JSE Share Code: GDA
ISIN: ZAE000040002
(`Glodina`)
JOINT ANNOUNCEMENT OF THE SALIENT DATES AND FINANCIAL EFFECTS OF THE PROPOSED
TRANSACTIONS
1 INTRODUCTION
1.1 It was announced on the Securities Exchange News Service (`SENS`) of
the JSE Securities Exchange South Africa (`JSE`)on 20 August 2004 and
published in the press on 21 August 2004, that Kolosus proposed the
following:
- an increase in and change to the authorised share capital of the
company;
- the acquisition of the entire issued share capital of Marker
Investments (Pty) Ltd (`Marker`), the entire issued share capital
of Hosaf Fibres (Pty) Limited (`Hosaf`), the business of Glodina
Holdings Limited, including the entire issued share capital of
Dano Textile Industries (Pty) Ltd, as a going concern (`Glodina`)
and the entire issued share capital of Casa Rosada Investments
(Pty) Ltd (collectively, `certain businesses`);
- a proposed change of name of Kolosus to KAP International
Holdings Limited or such name as the Registrar of Companies may
approve; and
- the proposed change to the board of directors of the company,
(collectively, `the Kolosus proposals`).
1.2 It was announced on SENS on 20 August 2004 and published in the press
on 21 August 2004, that the directors of Glodina proposed:
- that, subject to certain suspensive conditions (which include a
fair and reasonable opinion from an independent expert), Glodina
disposes of all its assets and liabilities for R35 million to
Kolosus in terms of section 228 of the Companies Act, Act 61 of
1973, as amended (`the Act`) (`the disposal`);
- that the net proceeds of the disposal, which would comprise
solely of Kolosus shares, be distributed to shareholders by means
of a capital reduction (`the distribution`); and
- subsequent to the implementation of the disposal and the
distribution the listing of Glodina shares on the JSE will be
terminated and the company voluntarily wound-up, (collectively,
`the Glodina proposals`).
2 OPINION OF INDEPENDENT PROFESSIONAL EXPERT TO GLODINA SHAREHOLDERS
The terms of the proposed disposal and distribution were examined by an
independent professional expert to ensure that the terms and conditions
thereof are fair and reasonable. Sasfin Corporate Finance, a division of
Sasfin Bank Limited (`Sasfin`) has been appointed as the independent
professional expert and external adviser to Glodina and has issued their
opinion that the terms and conditions of the proposed disposal and the
resultant distribution are fair and reasonable to Glodina shareholders.
3 FINANCIAL EFFECTS
The pro forma financial effects of the proposals are presented for
illustrative purposes only and because of their nature may not give a fair
reflection of Kolosus` or Glodina`s financial position nor of the effect on
future earnings after implementation of the proposals.
3.1 Financial effects on Kolosus
Set out below are the unaudited pro forma financial effects of the
proposed acquisitions, based on the unaudited consolidated financial
results of Kolosus and the businesses referred to in paragraph 1.1
above, for the six months ended 30 June 2004.
Pro forma
Before the After the
proposed proposed Percentage
acquisitions (1) acquisitions (2)(3) change
(cents) (cents) (%)
Earnings per share 9,74 (11,48) (218)
Headline earnings
per share 7,97 1,73 (78)
Adjusted headline
earnings per share (4) 5,89 7,15 21
Net asset value
per share 131,46 187,79 43
Net tangible asset
value per share 131,46 184,38 40
Shares in issue -
millions 168,12 418,72
(1) The earnings, headline earnings and net asset value figures in the
`Before the proposed acquisitions` column have been extracted from the
unaudited financial results of Kolosus for the six months ended 30
June 2004.
(2) The earnings and headline earnings per share figures in the `Pro forma
After the proposed acquisitions` column have been calculated on the
basis that the proposed acquisitions were effected on 1 January 2004.
(3) The net asset value and net tangible asset value per share figures in
the `Pro forma After the proposed acquisitions` column have been
calculated on the basis that the proposed acquisitions were effected
on 30 June 2004.
(4) Adjusted headline earnings per share is calculated after adjusting for
the after tax abnormal non-trading items listed below:
Pro forma
Before the After the
proposed proposed
acquisitions acquisitions
(cents) (cents)
Headline earnings per share 7,97 1,73
- Legal settlement received from a 3rd party
in Kolosus for R3,5 million (2,08) (0,84)
- Abnormal maintenance costs incurred in Hosaf
of R10,9 million - 2,60
- Abnormal restructuring costs provided for in
a subsidiary of Marker of R7,0 million - 1,68
- Change in assumptions relating to the
obligation for post-retirement medical
benefits of R4,7 million - 1,13
- Abnormal inventory and debtors` impairments
in a subsidiary of Marker and Hosaf of
R3,5 million - 0,85
Adjusted headline earnings 5,89 7,15
3.2 Financial effects on Glodina
Set out below are the unaudited pro forma financial effects of the
proposed disposal and distribution, based on the unaudited
consolidated financial results of Glodina for the six months ended 30
June 2004.
Actual Pro forma
Before the After the proposed
proposals (1) disposal (2)(3)
(cents) (cents)
Earnings/(loss) per share 2,84 (10,07)
Headline earnings per share 2,95 1,52
Adjusted headline earnings per share (4) 2,95 6,27
Net asset value per share 237,44 164,69
Net tangible asset value per share 237,44 161,
Pro forma
After the
Change distribution (5)
(%) (cents)
Earnings/(loss) per share (455) -
Headline earnings per share (48) -
Adjusted headline earnings per share (4) 113 -
Net asset value per share (31) 1,19
Net tangible asset value per share (32) 1,19
(1) The figures in the `Actual Before the proposals` column have been
extracted from the unaudited financial results of Glodina for the six
months ended 30 June 2004.
(2) The earnings and headline earnings per share figures in the `Pro forma
After the proposed disposal` column have been calculated:
- on the basis that the proposed disposal was effected on 1 January
2004; and
- assuming that the Kolosus proposals were implemented on 1 January
2004.
(3) The net asset value and net tangible asset value per share figures in
the `Pro forma After the proposed disposal` column have been
calculated on the basis that the proposed disposal and Kolosus
proposals were effected on 30 June 2004.
(4) The adjusted headline earnings per share figure in the `Pro forma
After the proposed disposal` column is based on the adjusted headline
earnings of Kolosus as set out in paragraph 3.1 above.
(5) The figures in the `Pro forma After the distribution` column have been
calculated on the basis that the disposal and distribution were
effected on 1 January 2004.
4 SALIENT DATES AND TIMES
4.1 Pertaining to Kolosus 2004
Circular posted to shareholders Tuesday, 19 October
Last day to lodge forms of proxy for the general
meeting of Kolosus shareholders by 10:00 Monday, 8 November
General meeting of Kolosus shareholders to be held
at 10:00 Wednesday, 10 November
Results of general meeting and finalisation information
- announced on SENS Wednesday, 10 November
- published in the press Thursday, 11 November
Last date to trade under the Kolosus name Friday, 19 November
Kolosus shares may not be dematerialised or
rematerialised after Friday, 19 November
Kolosus name change effected, commencement of trade
under the `KAP International Holdings Limited` name
in the `Diversified Industrial` sector of the JSE
list and new consideration shares listed Monday, 22 November
Record date of the name change Friday, 26 November
New KAP International Holdings Limited share
certificates will be posted by registered post to
certificated shareholders Monday, 29 November
Shareholders who have dematerialised their shares
through a Central Securities Deposiitory Participant
(`CSDP`) or broker will have their account at the
CSDP or broker updated to reflect the new name Monday, 29 November
4.2 Pertaining to Glodina
Circular posted to shareholders Tuesday, 19 October
Last day to lodge forms of proxy for the general
meeting of Glodina shareholders by 09:00 Monday, 8 November
General meeting of Glodina shareholders to be held
at 09:00 Wednesday, 10 November
Results of general meeting announced on SENS Wednesday, 10 November
Results of general meeting published in the press Thursday, 11 November
Last day to trade in Glodina shares to be recorded
in the register of Glodina as a shareholder on the
record date Friday, 19 November
Glodina shares may not be dematerialised or
rematerialised after Friday, 19 November
Suspension of listing of shares on the JSE from
commencement of trade on Monday, 22 November
Record date for purposes of distribution Friday, 26 November
Kolosus (to be renamed KAP International Holdings
Limited) share certificates will be posted by
registered post to certificated shareholders on
or about Monday, 29 November
Dematerialised shareholders will have their accounts
at their CSDP or broker credited with the Kolosus
distribution shares on Monday, 29 November
Termination of listing of shares on the JSE from
commencement of trade on Tuesday, 30 November
The above dates are subject to amendment. Any change will be announced on
SENS and published in the press.
5 DOCUMENTATION TO SHAREHOLDERS
5. 1 A circular containing full details of the Kolosus proposals, a
notice of the general meeting, as well as Revised Listings
Particulars, will be posted to Kolosus shareholders on or about 19
October 2004.
5.2 A circular containing full details of the Glodina proposals, the fair
and reasonable opinion from Sasfin, a notice of the general meeting,
as well as the Kolosus circular containing Revised Listings
Particulars will be posted to Glodina shareholders on or about 19
October 2004.
6 WITHDRAWAL OF GLODINA CAUTIONARY ANNOUNCEMENT
Glodina shareholders are advised that as a result of the publication of
this announcement, the cautionary announcement dated 3 August 2004, is
hereby withdrawn.
Krugersdorp and Hammarsdale
18 October 2004
Sponsor and independent expert to Kolosus
PSG Capital
Sponsor to Glodina and reporting accountants
Deloitte & Touche Sponsor Services (Pty) Ltd
Independent expert to Glodina
Sasfin Corporate Finance
Attorneys
Hofmeyr Herbstein & Gihwala Inc.
